Common use of Limitation on Asset Sales Clause in Contracts

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale unless (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 85% of the consideration received (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. The Company will shall not, and will shall not cause or permit any Restricted Subsidiary to, consummate directly or indirectly, make any Asset Sale, unless (x) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale unless at least equal to the Fair Market Value of the assets sold or otherwise disposed of and (y) at least 75% of such consideration consists of (i) the consideration received by cash or Cash Equivalents, (ii) Replacement Assets, (iii) publicly traded Equity Interests of a Person who is engaged primarily in a Telecommunications Business; provided, however, that the Company or such Restricted Subsidiary shall sell (including any Released Indebtedness) is at least equal a "Monetization Sale"), for cash or Cash Equivalents, such Equity Interests to a third Person (other than to the fair market value of the assets sold Company or disposed of and (iia Subsidiary thereof) at least 85% of a price not less than the consideration received (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash Fair Market Value thereof within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 365 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds received by the Company or (iv) any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as combination of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to foregoing clauses (i) within twelve months after the date Net Cash Proceeds so received exceed 10% through (iii). The amount of Adjusted Consolidated Net Tangible Assets any (Ax) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness (other than any Subordinated Indebtedness) of the Company or any Restricted Subsidiary providing a that is actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully released shall be deemed to be cash for purposes of determining the percentage of cash consideration received by the Company or such Restricted Subsidiary Guarantee pursuant to Section 4.07 and (y) notes or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than similar obligations received by the Company or any of its Restricted Subsidiaries Subsidiary from such transferee that are immediately converted, sold or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) exchanged (or enter are converted, sold or exchanged within 365 days of the related Asset Sale) by the Company or any Restricted Subsidiary into a definitive agreement committing cash shall be deemed to so invest within twelve months after the date of such agreement)be cash, in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related an amount equal to the nature net cash proceeds realized upon such conversion, sale or type exchange for purposes of determining the property and assets of, or the business of, percentage of cash consideration received by the Company and its or such Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Subsidiary. Any Net Cash Proceeds (from any Asset Sale or any Monetization Sale that are not invested in Replacement Assets or used to repay and permanently reduce the extent not applied pursuant to clause (i)) as provided in commitments under Indebtedness of any Restricted Subsidiary within 365 days of the following paragraph of this Section 4.11. The amount consummation of such excess Net Cash Proceeds required to be applied (Asset Sale or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period Monetization Sale shall constitute "Excess Proceeds." If, subject to disposition as of the first day of any calendar month, provided below. Within 40 days after the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Company shall make an Offer to Purchase, from all Holders on a pro rata basis, that aggregate principal amount of Securities as can be purchased with the Note Portion of Excess Proceeds at a price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to any purchase date. To the extent that the aggregate amount of principal and accrued interest of Securities validly tendered and not theretofore subject withdrawn pursuant to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 millionis less than the Excess Proceeds, the Company must commencemay use such surplus for general corporate purposes. If the aggregate amount of principal and accrued interest of Securities validly tendered and not withdrawn by Holders thereof exceeds the amount of Securities that can be purchased with the Note Portion of Excess Proceeds, not later than the fifteenth Business Day of such month, and consummate an Offer Securities to Purchase from the Holders on a be purchased will be selected pro rata basis an based on the aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment DateSecurities tendered by each Holder. Upon the consummation completion of an Offer to Purchase pursuant to this Section 4.11 Purchase, the amount of Excess Proceeds with respect to the applicable Asset Sale or Monetization Sale shall be deemed reset to zero. In the event that any other Indebtedness of the Company that ranks pari passu with the Securities (the "Other Debt") requires an offer to purchase to be equal made to zerorepurchase such Other Debt upon the consummation of an Asset Sale, plus the amount of any Company may apply the Excess Proceeds not theretofore subject otherwise required to be applied to an Offer to PurchasePurchase to offer to purchase such Other Debt and to an Offer to Purchase so long as the amount of such Excess Proceeds applied to purchase the Securities is not less than the Note Portion of Excess Proceeds. With respect to any Excess Proceeds, the Company shall make the Offer to Purchase in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the Purchase Date in respect thereof shall be the same as the purchase date in respect thereof pursuant to any Other Debt.

Limitation on Asset Sales. (a) The Company will notnot engage in, and will not permit any Restricted Subsidiary toto engage in, consummate any Asset Sale unless (ia) except in the case of an Asset Sale resulting from the requisition of title to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss, the Company or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property; and (b) at least 75% of such consideration consists of Cash Proceeds (or the assumption of Indebtedness of the Company or such Subsidiary relating to the Capital Stock or Property or asset that was the subject of such Asset Sale and the unconditional release of the Company or such Subsidiary from such Indebtedness); and (c) the consideration Company delivers to the Trustee an Officers' Certificate certifying that such Asset Sale complies with clauses (a) and (b); provided, however that any Asset Sale pursuant to a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Permitted Lien or exercise by the related lienholder of rights with respect thereto, including by deed or assignment in lieu of foreclosure, shall not be required to satisfy the conditions set forth in clauses (a) and (b) of this sentence. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); provided that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale; provided, further, however, that the amount of (A) any liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet or in the notes thereto) of the Company or any Subsidiary that are assumed by the transferee of any such assets and (B) any notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (including any Released Indebtedness) is at least equal to the fair market value extent of the assets sold or disposed of and (iicase received) at least 85% of the consideration received (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount cash for purposes of any Excess Proceeds not theretofore subject to an Offer to Purchase.this

Limitation on Asset Sales. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any Person other than the Company or any of its Restricted Subsidiaries assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale at least equal to the Fair Market Value (as evidenced by a Board Resolution, which determination shall be conclusive (including as to the value of all non-cash consideration)) of the property or assets sold or otherwise disposed of, (ii) at least 75% of the consideration received by the Company or such Restricted Subsidiary for such property or assets consists of cash or Eligible Cash Equivalents and (including iii) the Company or such Restricted Subsidiary of the Company, as the case may be, uses the Net Cash Proceeds in the manner set forth in the next paragraph; provided, however, that for purposes of this Section 1016, "cash" shall include (i) the amount of any Released Indebtedness) is at least equal liabilities (other than liabilities that are by their terms subordinated to the fair market value Notes) of the Company or such Restricted Subsidiary (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets sold or disposed other property in such Asset Sale or are no longer the liability of the Company or any Restricted Subsidiary (and excluding any liabilities that are incurred in connection with or in anticipation of such Asset Sale), but only to the extent that such assumption is effected on a basis under which there is no further recourse to the Company or any of its Restricted Subsidiaries with respect to such liabilities, and (ii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary in connection with such Asset Sale that are converted by the Company or such Restricted Subsidiary into cash within 60 days of receipt. Within 360 days after any Asset Sale, the Company or such Restricted Subsidiary of the Company, as the case may be, may at its option (a) reinvest an amount equal to the Net Cash Proceeds (or any portion thereof) from such disposition in Replacement Assets, provided that if such Investment is in a project authorized by the Board of Directors of the Company that shall take longer than such 360 day period to complete, the Company shall be entitled to utilize 90 additional days to apply such Net Cash Proceeds, and/or (b) apply an amount equal to such Net Cash Proceeds (or remaining Net Cash Proceeds) to the permanent reduction of any Debt of the Company ranking pari passu with the Notes (including the Notes and the Senior Discount Notes) or Debt of any Restricted Subsidiary of the Company. Any Net Cash Proceeds from any Asset Sale that are not used to reinvest in Replacement Assets and/or repay any such pari passu Debt of the Company or Debt of its Restricted Subsidiaries constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $10.0 million (an "Asset Sale Trigger Date"), the Company shall, as soon as practicable, but in any event within 20 Business Days, make an offer to the extent of the Excess Proceeds to purchase (an "Asset Sale Offer"), on a pro rata basis, the Notes and the other Debt described in the next sentence, at a price in cash for the Notes equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the Asset Sale Offer Purchase Date (as defined below), in accordance with the procedures set forth below. Any Asset Sale Offer shall include a pro rata offer under similar circumstances to purchase all other unsecured Debt of the Company ranking pari passu with the Notes, which Debt contains similar provisions requiring the Company to purchase such Debt (including, but not limited to, the Senior Discount Notes). To the extent that any amount of Excess Proceeds remains after completion of such offer to purchase, the Company or such Restricted Subsidiary of the Company may use such remaining amount for general corporate purposes and the amount of Excess Proceeds shall be reset to zero. Notwithstanding the three immediately preceding paragraphs, the Company and its Restricted Subsidiaries shall be permitted to consummate an Asset Sale without complying with such paragraphs to the extent that (i) at least 8575% of the consideration received (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale consists of Telecommunications Assets and (ii) such Asset Sale is for purposes Fair Market Value; provided that any such acquisition of calculating the amount of such IndebtednessTelecommunications Assets that is an Investment is made in compliance with Section 1012 or constitutes a Permitted Investment, such Indebtedness shall be valued at its principal amount, if it matures within 180 days other than pursuant to clause (h) of the consummation of such Asset Saledefinition thereof, or its fair market value, in all other cases). In the event and to the extent that the any Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more in connection with any such Asset Sales occurring on or after Sale shall be subject to the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as provisions of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the three immediately preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceedsparagraphs." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, consummate any Asset Sale unless (i) the Company or such Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale, (ii) immediately before and immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing and (iii) at least 75% of the consideration received by the Company or such Restricted Subsidiary therefor is in the form of cash paid at the closing thereof, provided, however, that this clause (including any Released Indebtednessiii) is at least equal shall not apply if, after giving effect to the fair market value of the assets sold or disposed of and (ii) at least 85% of the consideration received (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, the aggregate principal amount of all notes or its fair market valuesimilar debt obligations and Fair Market Value of all equity securities received by the Company from all Asset Sales since September 25, 2000 (other than such notes or similar debt obligations and such equity securities converted into or otherwise disposed of for cash and applied in all accordance with the second succeeding sentence) would not exceed 2.5% of Consolidated Tangible Assets. The amount (without duplication) of any (x) Indebtedness (other cases). In than Subordinated Indebtedness) of the event Company or such Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company or such Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness and (y) any notes, securities or similar obligations or items of property received from such transferee that are immediately converted, sold or exchanged by the Company or such Subsidiary for cash (to the extent that of the Net Cash Proceeds cash actually so received), shall be deemed to be cash for purposes of this Section 4.12. If at any time any non-cash consideration received by the Company or such Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in for cash (other than interest received with respect to any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12non-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17cash consideration), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property conversion or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Proceeds thereof shall be equal applied in accordance with this Section 4.12. A transfer of assets by the Company to zeroa Wholly Owned Subsidiary or by a Wholly Owned Subsidiary to the Company or to another Wholly Owned Subsidiary will not be deemed to be an Asset Sale, plus the amount and a transfer of any Excess Proceeds assets that constitutes a Restricted Payment and that is permitted under Section 4.10 hereof will not theretofore subject be deemed to be an Offer to PurchaseAsset Sale.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the Company's Board of Directors), (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds received by the Company or any of its such Restricted Subsidiaries Subsidiary, as the case may be, from one such Asset Sale shall be cash or more Asset Sales occurring on or after Cash Equivalents and is received at the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement time of such 12-month period for which a consolidated disposition; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet of or in the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (inotes thereto) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any such Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or liabilities that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related by their terms subordinated to the nature or type Securities) that are assumed by the transferee of the property any such assets and assets of, or the business of, from which the Company and its Restricted Subsidiaries existing on the date of such investment are unconditionally released and (iiy) apply (any notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are promptly, but in no later event more than 60 days after receipt, converted by the end of the twelve-month period referred to in clause (i)) Company or such excess Net Restricted Subsidiary into cash or Cash Proceeds Equivalents (to the extent not applied pursuant of the cash or Cash Equivalents received) shall be deemed to clause (i)) as provided in the following paragraph be cash for purposes of this Section 4.11. The amount provision; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such excess Restricted Subsidiary to apply, the Net Cash Proceeds required relating to be applied such Asset Sale within 365 days of receipt thereof either (A) to prepay Senior Indebtedness and, in the case of any Senior Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to reinvest in Productive Assets, or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to be committed apply the Net Cash Proceeds relating to be applied) during such twelve-month period Asset Sale as set forth in clause clauses (iiii)(A), (iii)(B) and (iii)(C) of the immediately preceding sentence and not applied as so required by the end of (each, a "Net Proceeds Offer Trigger Date"), such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Net Cash Proceeds which have not theretofore subject to an been applied on or before such Net Proceeds Offer to Purchase pursuant to this Section 4.11 totals at least $5 millionTrigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the immediately preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company must commenceor such Restricted Subsidiary to make an offer to purchase for cash (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, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the all Holders on a pro rata basis an aggregate principal at least that amount of Notes on the relevant Payment Date Securities equal to the Excess Proceeds on such date, Note Offer Amount at a purchase price in cash equal to 101100% of the principal amount of the Notes on the relevant Payment DateSecurities to be purchased, plus accrued and unpaid interest (thereon, if any) , to the Payment Date. Upon date of purchase; provided, however, that if at any time any non-cash consideration received by the consummation Company or any Restricted Subsidiary of an Offer the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds 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 equal applied in accordance with this Section 4.6(a). Any offer to zero, plus the amount of purchase with respect to Other Debt shall be made and consummated concurrently with any Excess Net Proceeds not theretofore subject to an Offer to PurchaseOffer.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the Company's Board of Managers); (ii) at least 8575% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash, Cash Equivalents or Foreign Cash Equivalents (provided that the amount of 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 shall be deemed to be cash for purposes of this provision) and is received at the time of such disposition; 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 either (A) to prepay any Senior Debt, Guarantor Senior Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to either (x) make an investment in or expenditures for properties and assets (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness Capital Stock of any Person which is either repaid in cash or sold for cash within 90 days entity) that replace the properties and assets that were the subject of such Asset Sale or in properties and assets (for purposes including Capital Stock of calculating any entity) that will be used in the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet business of the Company and its subsidiaries has been filed pursuant Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets") or (y) the acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness that of the Company or any Restricted Subsidiary providing its Subsidiaries; provided that Net Cash -------- Proceeds in excess of $30 million in the aggregate since June 30, 1999 from Asset Sales involving assets of the Company or a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person Guarantor (other than the Capital Stock of a Foreign Subsidiary) shall only be reinvested in (x) assets which will be owned by the Company or any of its Restricted Subsidiaries a Guarantor and not constituting an Investment or (By) invest the capital stock of a Person that becomes a Guarantor or (C) a combination of prepayment, repurchase and investment permitted by the foregoing clauses (iii)(A), (iii)(B) and (iii)(C). On the 366th day after an equal amountAsset Sale or such earlier date, if any, as the Board of Managers of the Company or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related Restricted Subsidiary determines not to apply the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (relating to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period Asset Sale as set forth in clause clauses (iiii)(A), (iii)(B) and (iii)(C) of the next preceding sentence and not applied as so required by the end of (each, a "Net Proceeds Offer Trigger Date"), such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Net Cash Proceeds which have not theretofore subject to an been applied on or before such Net Proceeds Offer to Purchase pursuant to this Section 4.11 totals at least $5 millionTrigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company must commenceor 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, not later than from all Holders and all holders of Indebtedness that is pari passu with the fifteenth Business Day Notes containing provisions requiring offers to purchase with the proceeds of such monthsales of assets, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal basis, that amount of Notes on the relevant Payment Date equal to the Excess Net Proceeds on such date, Offer Amount at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment Dateto be purchased, plus accrued and unpaid interest (thereon, if any) , to the Payment Datedate of purchase; provided, -------- however, that if at any time any non-cash consideration received by the Company ------- or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.15. Upon The Company shall not be required to make a Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $30 million resulting from one or more Asset Sales, at which time, the consummation of an unutilized Net Proceeds Offer to Purchase Amount, shall be applied as required pursuant to this paragraph, provided, however, that the first $30 million of Net -------- ------- Proceeds Offer Amount need not be applied as required pursuant to this paragraph. In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 4.11 5.01 and as a result thereof the amount Company is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the properties and assets of Excess Proceeds the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be equal to zero, plus the amount Net Cash Proceeds for purposes of any Excess Proceeds not theretofore subject to an Offer to Purchasethis Section 4.15.

Limitation on Asset Sales. The Subject to and as permitted by the terms of this Indenture the Company will not, and will shall not permit any Restricted Subsidiary to, consummate make any Asset Sale of its properties unless (ia) the consideration received by in the Company or such Restricted Subsidiary (including any Released Indebtedness) Asset Sale is at least equal to Fair Market Value; (b) the fair market value proceeds therefrom consist of the assets sold or disposed of and (ii) at least 85% of the consideration received (including any Released Indebtedness) consists of (1) cash, Temporary cash and/or Cash Investments or Released Indebtedness Equivalents; and (2c) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days unless otherwise expressly provided herein, the Net Cash Proceeds of such Asset Sale shall be: (for purposes of calculating i) applied in the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of manner described in the consummation of such Asset Sale, following paragraph; or its fair market value, in all other cases). In (ii) retained by the event and Company to apply to the extent that payment on its Securities when due. On or before the 180th day after the date on which the Company consummates the relevant Asset Sale and subject to and as permitted by the terms of this Indenture, the Company shall use all of the Net Cash Proceeds received by from such Asset Sale (other than amounts that the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (has determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied retain pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by paragraph) to make either (a) an offer to purchase (the end "Asset Sale Offer") from all holders of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject Securities up to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate maximum principal amount (expressed as a multiple of Notes on the relevant Payment Date $1,000) of Securities equal to the Excess such Net Cash Proceeds on such date, at a purchase price equal to 101100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase or (b) a Permitted Investment; provided, that the Company shall not be required to make any Asset Sale Offer if the Net Cash Proceeds of all Asset Sales that are not used to make a Permitted Investment within 180 days, do not exceed $5 million. Each Asset Sale Offer shall remain open for a period of at least 20 business days. If the Asset Sale Offer is more than fully subscribed to by the Holders of the Notes on Securities, the relevant Payment Dateparticular Securities to be accepted shall be selected by such method as the Trustee shall deem fair and appropriate and which may provide for the selection of portions of the principal of Securities; provided, plus accrued interest (if any) to however, that no such partial acceptance shall reduce the Payment Date. Upon portion of the consummation of an Offer to Purchase pursuant to this Section 4.11 the principal amount of Excess Proceeds a Security not redeemed to less than, $1,000; and provided further that so long as the Securities are listed on any national securities exchange (as such term is defined in the Exchange Act), such selection shall be deemed to be equal to zero, plus made by the amount Trustee in accordance with the provisions of any Excess Proceeds not theretofore subject to an Offer to Purchasesuch exchange. SECTION 1018. [Intentionally Omitted.] SECTION 1019. [Intentionally Omitted.] SECTION 1020. [Intentionally Omitted.] SECTION 1021. [Intentionally Omitted.] SECTION 1022. [Intentionally Omitted.] SECTION 1023. [Intentionally Omitted.] SECTION 1024. [Intentionally Omitted.] SECTION 1025. [Intentionally Omitted.] SECTION 1026. [Intentionally Omitted.] SECTION 1027. [Intentionally Omitted.] ARTICLE ELEVEN

Limitation on Asset Sales. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, consummate directly or indirectly, make any Asset Sale Sale, unless (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of and (ii) at least 85% of the such consideration received (including any Released Indebtedness) consists of (1A) cashcash or Cash Equivalents, Temporary Cash Investments or Released Indebtedness (B) properties and assets to be used in the business of the Company and its Restricted Subsidiaries and/or (2C) Indebtedness of Equity Interests in any Person which thereby becomes a Wholly-Owned Restricted Subsidiary of the Company. The amount of any (i) Indebtedness (other than any subordinated Indebtedness) of the Company or any Restricted Subsidiary of the Company that is either repaid actually assumed by the transferee in cash or sold for cash within 90 days of such Asset Sale (and from which the Company and the Restricted Subsidiaries of the Company are fully released shall be deemed to be cash for purposes of calculating determining the amount percentage of such Indebtedness, such Indebtedness shall be valued at cash consideration received by the Company or any of its principal amount, if it matures within 180 days of the consummation of such Asset Sale, Restricted Subsidiaries and (ii) notes or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds similar obligations received by the Company or any of its Restricted Subsidiaries from one such transferee that are immediately converted, sold or more Asset Sales occurring on exchanged (or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as are converted, sold or exchanged within thirty days of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (irelated Asset Sale) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than by the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds cash shall be deemed to be cash, in an amount equal to zerothe net cash proceeds realized upon such conversion, plus sale or exchange, for purposes of determining the amount percentage of cash consideration received by the Company or any Excess Proceeds not theretofore subject to an Offer to Purchaseof its Restricted Subsidiaries.

Limitation on Asset Sales. The Company will agrees that so long as any Bonds shall remain Outstanding, and except for the disposition of all or substantially all of the assets of the Company pursuant to Section 4.1, the Company shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, consummate any Asset Sale, if the aggregate net book value of all Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 15% of the consolidated assets of the Company and its consolidated Subsidiaries as of the beginning of the Company’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale unless will be disregarded for purposes of the 15% limitation specified above (a) if such Asset Sale is in the ordinary course of business, (b) to the extent that the assets that are the subject of such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the business of the Company or any of its Subsidiaries, (c) to the extent the assets that are the subject of such Asset Sale are being transferred to a wholly-owned Subsidiary of the Company, (d) to the extent that such Asset Sale involves transfers of assets of or equity interests in connection with (i) the consideration received by formation of any joint venture between the Company or such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value of the assets sold its Subsidiaries and any other entity or disposed of and (ii) at least 85% of any project development or acquisition activities, (e) if the consideration received (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days proceeds of such Asset Sale (for purposes of calculating the amount of such Indebtednessi) are, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation 12 months of such Asset Sale, invested or its fair market valuereinvested by the Company or any Subsidiary in a Permitted Business, in all other cases). In (ii) are used by the event and Company or a Subsidiary to repay Debt of the extent that the Net Cash Proceeds received Company or such Subsidiary or (iii) are retained by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (Bf) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount assets that are the subject of such excess Net Cash Proceeds Asset Sale are required to be applied (or sold to conform with governmental requirements. Additionally, if, prior to any Asset Sale that otherwise would cause the 15% limitation to be committed to be applied) during such twelve-month period as set forth in clause (i) exceeded, Xxxxx’x and S&P shall have confirmed the then current long term debt rating of the preceding sentence and not applied as so required by the end of Bonds after giving effect to such period Asset Sale, such Asset Sale shall constitute "Excess Proceeds." If, as also be disregarded for purposes of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchaseforegoing limitations.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale unless (i) the consideration received by the Company or such Restricted Subsidiary (including the amount of any Released Indebtedness) is at least equal to the fair market value of the assets sold or disposed of and (ii) at least eighty-five percent (85% %) of the consideration received (including excluding the amount of any Released Indebtedness) consists of (1) cash, cash or Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases)Investments. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Senior Notes Reduction Date in any period of 12 twelve (12) consecutive months exceed ten percent (10% %) of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such twelve (12-) month period for which a consolidated balance sheet of the Company and its subsidiaries Subsidiaries has been filed pursuant to Section 4.17with the Commission), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed ten percent (10% %) of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Senior Indebtedness of the Company or of any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve (12) months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceedsinvestment." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, consummate any make an Asset Sale Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless (i) the consideration received by the Company (or a Restricted Subsidiary, as the case may be) for such Restricted Subsidiary (including any Released Indebtedness) is disposition consists of at least equal to the fair market value of the assets sold or disposed of and (ii) at least 8570% of the consideration received (including any Released Indebtedness) consists of (1) cash; provided, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (however, that for purposes of calculating this provision (i), the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of any liabilities assumed by the consummation of such Asset Sale, transferee and any Notes or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds Obligations received by the Company or any of its a Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets Subsidiary which are immediately converted into cash shall be deemed to be cash, and (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then ii) the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months 390 days after the date of such agreement)sale or sales, apply the Net Proceeds from such sale or sales in property excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or assets an Investment in Additional Assets (other than current assetscash or cash equivalents), (B) repayments, redemptions or repurchases of a nature Indebtedness of the Company which ranks pari passu with the Notes, and/or (C) make an offer to acquire all or type or that are used in a business part of the Notes (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type Indebtedness of the property and assets of, or Company which is pari passu with the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (iiNotes) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. Upon the consummation of an Offer The Notice shall contain all instructions and materials necessary to Purchase enable such Holders to tender Notes pursuant to this Section 4.11 the amount Asset Sale Offer. The Notice, which shall govern the terms of Excess Proceeds the Asset Sale Offer, shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.state:

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale Sale, unless (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value of the assets sold or disposed of, as determined in good faith by the Board of Directors, and (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists of (1) cash, cash or Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases)Investments. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Effective Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries Subsidiaries has been filed with the Commission pursuant to Section 4.174.18), then the Company shall or shall cause the relevant Restricted Subsidiary to (iii) within twelve six months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve six months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve6-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve6-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." ". Notwithstanding the foregoing, to the extent that any or all of the Net Cash Proceeds of any Asset Sale of assets based outside the United States are prohibited or delayed by applicable local law from being repatriated to the United States and such Net Cash Proceeds are not actually applied in accordance with the foregoing paragraphs, the Company shall not be required to apply the portion of such Net Cash Proceeds so affected but may permit the applicable Restricted Subsidiaries to retain such portion of the Net Cash Proceeds so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Company hereby agreeing to cause the applicable Restricted Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation) and once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be applied in the manner set forth in this covenant as if the Asset Sale had occurred on such date; provided that to the extent that the Company has determined in good faith that repatriation of any or all of the Net Cash Proceeds of such Asset Sale would have a material adverse tax cost consequence, the Net Cash Proceeds so affective may be retained by the applicable Restricted Subsidiary for so long as such material adverse tax cost event would continue. If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 10 million, the Company must shall commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment DateNotes, plus plus, in each case, accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the Company's Board of Directors), (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists of (1) cashby the Company or the Restricted Subsidiary, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of as the case may be, from such Asset Sale (for purposes shall be in the form of calculating cash or Cash Equivalents and is received at the amount time of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of disposition; (iii) upon the consummation of such an Asset Sale, the Company shall apply, or its fair market valuecause such Restricted Subsidiary to apply, in all other cases). In the event and to the extent that the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either (A) to prepay any Indebtedness under the Bank Credit Agreement and effect a permanent reduction in the availability thereunder, (B) to reinvest in Productive Assets, or (C) a combination of prepayment (and reduction), repurchase and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) or (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) or (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (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 interest thereon, if any, to the date of purchase; provided, however, that if at any time -------- ------- any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $5.0 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 the Company and its Restricted Subsidiaries aggregates at least $5.0 million, at which time the Company or such Restricted Subsidiary 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 $5.0 million or more shall be deemed to be 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 such Asset Sale constitutes any combination of Productive Assets, cash or Cash Equivalents and (ii) such Asset Sale is for fair market value (as determined in good faith by the Company's Board of Directors); provided the portion of such consideration that constitutes cash and Cash -------- Equivalents received by the Company or any of its Restricted Subsidiaries from one or more in connection with any Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest Sale permitted to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company be consummated under this paragraph shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date be deemed Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal subject to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness the provisions of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related two preceding paragraphs. Each Net Proceeds Offer will be mailed to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing record Holders as shown on the date register of such investment and (ii) apply (no later than Holders within 25 days following the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (Offer Trigger Date, with a copy to the extent not applied pursuant to clause (i)) as provided in Trustee, and shall comply with the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as procedures set forth in clause (i) this Indenture. Upon receiving notice of the preceding sentence and not applied as so required by Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the end extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the tendering Holders will be purchased on a pro rata basis an (based on amounts tendered). A Net --- ---- Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. To the extent that the aggregate principal amount of Notes on tendered pursuant to a Net Proceeds Offer is less than the relevant Payment Date equal to Net Proceeds Offer Amount, the Excess Company may use any remaining Net Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment DateOffer Amount for general corporate purposes. Upon completion of any such Net Proceeds Offer, the consummation of an Net Proceeds Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds Amount shall be deemed to be equal to reset at zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. The Company Issuer will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale Sale, unless (i) the consideration received by the Company Issuer or such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists of (1) cash, cash or Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases)Investments. In the event and to the extent that the Net Cash Proceeds received by the Company Issuer or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17)$10 million, then the Company Issuer shall or shall cause the relevant Restricted Subsidiary to (i) within twelve 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets $10 million (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Senior Indebtedness of the Company Issuer or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 Guarantor or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company Issuer or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve 12 months after the date of such agreement; provided that if any such agreement is terminated, the Issuer may invest such Net Cash Proceeds prior to the end of the 12-month period referred to in clause (i) or six months after the termination of such agreement, whichever is later), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company Issuer and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.114.10. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 4.10 totals at least $5 10 million, the Company Issuer must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment DateNotes, plus plus, in each case, accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate make any Asset Sale (including by operation of or as a result of an LLC Division) unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (determined by the Company in good faith as of the date the Company enters into a definitive agreement relating to such Asset Sale) of the assets or other property sold or disposed of in the Asset Sale and (ii) except (x) in the case of a Permitted Asset Swap or (y) if such Asset Sale has a purchase price of less than $100.0 million, at least 75% of such consideration for such Asset Sale, together with all other Asset Sales since the Escrow Release Date (on a cumulative basis), is in the form of cash or Cash Equivalents or assets used or useful in the business of the Company; provided that for purposes of this Section 4.14 “cash” shall include (A) the amount of any liabilities (other than liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) of the Company or such Restricted Subsidiary (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee in connection with such assets or other property in such Asset Sale (and excluding any liabilities that are incurred in connection with or in anticipation of such Asset Sale), but only to the extent that there is no further recourse to the Company or any of its Subsidiaries with respect to such liabilities; (B) any securities, notes or other obligations or assets received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (including to the extent of the cash or Cash Equivalents received), in each case, within 180 days following the closing of such Asset Sale; and (C) any Released IndebtednessDesignated Noncash Consideration having an aggregate fair market value that, when taken together with all other Designated Noncash Consideration previously received and then outstanding, does not exceed the greater of (x) is $120.0 million and (y) 20.0% of L8QA Consolidated EBITDA at least equal to 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 assets sold or disposed of time received and without giving effect to subsequent changes in value). Notwithstanding clause (ii) at least 85% of this Section 4.14(a), (a) all or a portion of the consideration received (including in connection with any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes may consist of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days all or substantially all of the consummation assets or a majority of the Voting Stock of an existing television or radio business, franchise or station or digital business (whether existing as a separate entity, subsidiary, division, unit or otherwise) or any other Similar Business and (b) the Company may, and may permit its Subsidiaries to, issue shares of Capital Stock in a Qualified Joint Venture to a Qualified Joint Venture Partner without regard to clause (ii) of this Section 4.14(a); provided that, in the case of any of (a) or (b) of this sentence after giving effect to any such Asset Sale and related acquisition of assets or Voting Stock, (x) no Default or Event of Default shall have occurred or be continuing; and (y) the Net Proceeds of any such Asset Sale, or its fair market valueif any, are applied in all other cases). In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of accordance with this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds4.14." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, consummate any make an Asset Sale Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company's total consolidated assets as of that date, unless (i) the consideration received by the Company (or a Restricted Subsidiary, as the case may be) for such Restricted Subsidiary (including any Released Indebtedness) is disposition consists of at least equal to the fair market value of the assets sold or disposed of and (ii) at least 8570% of the consideration received (including any Released Indebtedness) consists of (1) cash; provided, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (-------- however, that for purposes of calculating this provision (i), the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of any liabilities ------- assumed by the consummation of such Asset Sale, transferee and any Notes or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds Obligations received by the Company or any of its a Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets Subsidiary which are immediately converted into cash shall be deemed to be cash, and (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then ii) the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months one year after the date of such agreement)sale or sales, apply the Net Proceeds from such sale or sales in property excess of an amount equal to 10% of the Company's total consolidated assets to (A) a purchase of or assets an Investment in Additional Assets (other than current assetscash or cash equivalents), (B) repayment of a nature indebtedness of the Company which is pari passu ---- ----- with the Notes, and/or (C) make an offer to acquire all or type or that are used in a business part of the Notes (or in indebtedness of the Company which is pari passu with the Notes) at a company having property and assets of a nature or type, or engaged in a business) similar or related purchase ---- ----- price equal to the nature or type principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of the property and assets of, or the business ofthis Section 6.05, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (shall deliver to the extent not applied pursuant Trustee an Officers' Certificate specifying the Asset Sale Offer Amount (as defined below) and the Asset Sale Purchase Date. Not less than 30 days nor more than 60 days prior to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Asset Sale Purchase pursuant to this Section 4.11 totals at least $5 millionDate, the Company must commence, not later than shall mail or cause the fifteenth Business Day Trustee to mail (in the Company's name and at its expense) an offer to redeem (the "Asset Sale Offer") to each Holder of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase Notes. The redemption price equal to 101shall be 100% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. Upon the consummation of an Offer The Notice shall contain all instructions and materials necessary to Purchase enable such Holders to tender Notes pursuant to this Section 4.11 the amount Asset Sale Offer. The Notice, which shall govern the terms of Excess Proceeds the Asset Sale Offer, shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.state:

Limitation on Asset Sales. (a) The Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the Company's Board of Directors), (ii) with respect to Asset Sales by the Company or any Wholly Owned Subsidiary of the Company, at least 8580% of the consideration received (including any Released Indebtedness) consists by the Company or such Subsidiary, as the case may be, from such Asset Sale shall be in the form of (1) cash, Temporary cash or Cash Investments or Released Indebtedness Equivalents and is received at the time of such disposition and (2iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof (A) to prepay any Senior Debt or Indebtedness of any Person which is either repaid Subsidiary of the Company, (B) to make an investment in cash or sold for cash within 90 days properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties or assets that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (for purposes "Replacement Assets") or (C) a combination of calculating ------------------ prepayment and investment permitted by the amount foregoing clauses (iii)(A) and (iii)(B). On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and Subsidiary determines not to the extent that apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net --- Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which --------------------------- have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company ------------------------- or such 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 thereon, if any, to the date of purchase. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to this paragraph). Notwithstanding the immediately preceding paragraph, the Company and its Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraph to the extent (i) at least 80% of the consideration for such Asset Sale constitutes Replacement Assets and the remainder in cash or Cash Equivalents and (ii) such Asset Sale is for fair market value; provided that any -------- consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries from one or more in connection with any Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest Sale permitted to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company be consummated under this paragraph shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date constitute Net Cash Proceeds so received exceed 10% subject to the provisions of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated the immediately preceding paragraph. Notwithstanding the second immediately preceding paragraph, in the event that any other Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant that ranks pari passu with the Notes (the "Other Debt") requires an offer to Section 4.07 or Indebtedness purchase to be made to repurchase ---------- such Other Debt upon the consummation of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business ofAsset Sale, the Company and its Restricted Subsidiaries existing on may apply the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds Offer Amount otherwise required to be applied (or to be committed a Net Proceeds Offer to be applied) during offer to purchase such twelve-month period Other Debt so long as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Net Proceeds Offer Amount applied to purchase the Notes is not theretofore subject less than the Note Portion of Net Proceeds Offer Amount. With respect to an any Net Proceeds Offer to Purchase pursuant to this Section 4.11 totals at least $5 millionAmount, the Company must commence, not later than shall make the fifteenth Business Day of such month, Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and consummate an the Net Proceeds Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to in respect thereof shall be the Excess Proceeds on such date, at a same as the purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase date in respect thereof pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to PurchaseOther Debt.

Limitation on Asset Sales. The (a) Prior to the occurrence of the Fall-Away Event, the Company will shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, consummate any Asset Sale unless (i) the Company or such Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale, (ii) immediately before and immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing and (iii) at least 75% of the consideration received by the Company or such Restricted Subsidiary therefor is in the form of cash paid at the closing thereof, provided, however, that this clause (including any Released Indebtednessiii) is at least equal shall not apply if, after giving effect to the fair market value of the assets sold or disposed of and (ii) at least 85% of the consideration received (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, the aggregate principal amount of all notes or its fair market valuesimilar debt obligations and Fair Market Value of all equity securities received by the Company from all Asset Sales since September 25, 2000 (other than such notes or similar debt obligations and such equity securities converted into or otherwise disposed of for cash and applied in all accordance with the second succeeding sentence) would not exceed 2.5% of Consolidated Tangible Assets at such time. The amount (without duplication) of any (x) Indebtedness (other cases). In than Subordinated Indebtedness) of the event Company or such Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company or such Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness and (y) any notes, securities or similar obligations or items of property received from such transferee that are immediately converted, sold or exchanged by the Company or such Subsidiary for cash (to the extent that of the Net Cash Proceeds cash actually so received), shall be deemed to be cash for purposes of this Section 4.12. If at any time any non-cash consideration received by the Company or such Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in for cash (other than interest received with respect to any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12non-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17cash consideration), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property conversion or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Proceeds thereof shall be equal applied in accordance with this Section 4.12. A transfer of assets by the Company to zeroa Wholly Owned Subsidiary or by a Wholly Owned Subsidiary to the Company or to another Wholly Owned Subsidiary will not be deemed to be an Asset Sale, plus the amount and a transfer of any Excess Proceeds assets that constitutes a Restricted Payment and that is permitted under Section 4.10 hereof will not theretofore subject be deemed to be an Offer to PurchaseAsset Sale.

Limitation on Asset Sales. (a) The Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, consummate any an Asset Sale unless (i) the Company or the applicable Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors or if the Fair Market Value of such assets exceeds $20.0 million, the Company shall receive from an investment banking firm of national standing a written opinion in customary form as to the fairness, to the Company, of such Asset Sale) and (ii) at least 80% of the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value of Subsidiary, as the assets sold or disposed of and (ii) at least 85% of the consideration received (including any Released Indebtedness) consists of (1) cashcase may be, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of from such Asset Sale (for purposes of calculating shall be cash or Marketable Securities and is received at the amount time of such Indebtednessdisposition. Upon the consummation of an Asset Sale, the Company may apply, or cause such Indebtedness shall be valued at its principal amountSubsidiary to apply, if it matures the Net Cash Proceeds relating to such Asset Sale within 180 days of receipt thereof either (A) to prepay any Bank Indebtedness and, in the consummation case of any Bank Indebtedness under any revolving credit facility, to effect a permanent reduction in the availability under such revolving credit facility, (B) to reinvest in Wireless Cable Related Assets (provided that, on and after the payment by the Company of the Additional Consent Payments, such Wireless Cable Related Assets must be Permitted Assets) or (C) to a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 181st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Asset Sale, or its fair market value, in all other cases). In the event and Subsidiary determines not to the extent that apply the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal relating to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period Asset Sale as set forth in clause clauses (iA), (B) or (C) of the preceding sentence and not applied as so required by the end of (each, a "Net Proceeds Offer Trigger Date"), such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Net Cash Proceeds which have not theretofore subject to an been applied on or before such Net Proceeds Offer to Purchase pursuant to this Section 4.11 totals at least $5 millionTrigger Date as permitted in clauses (A), (B) or (C) of the preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company must commenceto 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, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the all Holders on a pro rata PRO RATA basis an aggregate principal that amount of Notes on the relevant Payment Date equal to the Excess Net Proceeds on such date, Offer Amount at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment Dateto be purchased, plus accrued and unpaid interest (thereon, if any) , to the Payment Date. Upon date of purchase; PROVIDED, HOWEVER, that if at any time any non-cash consideration received by the consummation Company or any Subsidiary of an Offer the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds 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 equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchaseapplied in accordance with this covenant.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale Sale, unless (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 85% of the consideration received (including any Released Indebtedness) consists of (1) cash, cash or Temporary Cash Investments or Released Indebtedness and (2) Indebtedness Investments. Within 365 days after the receipt of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Net Cash Proceeds from any Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess the Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company Company, the Guarantor or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the twelve365-month day period referred to in clause (i)) such excess the Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess the Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "“Excess Proceeds." ” If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 10 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date Securities equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount Claimed Amount (in effect as of the Notes on the relevant Payment Date) of the Securities, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale Sale, unless (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists of (1) cash, cash or Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases)Investments. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries Subsidiaries has been filed with the Commission pursuant to Section 4.17)4.18 hereof, then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets Assets, (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 hereof or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve 12 months after the date of such agreement), either in property or assets (other than current assets) of a nature or type or that are used in a business (business, or in a company having property and assets of a nature or type, or engaged in a business) , in either case similar or related to the nature or type of the property and assets of, or the business of, the Company and or any of its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the twelve12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 10 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount Accreted Value of the Notes on the relevant Payment Date, plus plus, in each case, accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, consummate any make an Asset Sale Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company’s total consolidated assets as of that date, unless (i) the consideration received by the Company (or a Restricted Subsidiary, as the case may be) for such Restricted Subsidiary (including any Released Indebtedness) is disposition consists of at least equal to the fair market value of the assets sold or disposed of and (ii) at least 8570% of the consideration received (including any Released Indebtedness) consists of (1) cash; provided, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (however, that for purposes of calculating this provision (i), the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of any liabilities assumed by the consummation of such Asset Sale, transferee and any notes or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds Obligations received by the Company or any of its a Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets Subsidiary which are immediately converted into cash shall be deemed to be cash, and (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then ii) the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months 390 days after the date of such agreement)sale or sales, apply the Net Proceeds from such sale or sales in property excess of an amount equal to 10% of the Company’s total consolidated assets to (A) a purchase of or assets an Investment in Additional Assets (other than current assetscash or cash equivalents), (B) repayments, redemptions or repurchases of a nature Indebtedness of the Company which ranks pari passu with the Notes, and/or (C) make an offer to acquire all or type or that are used in a business part of the Notes (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type Indebtedness of the property and assets of, or Company which is pari passu with the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (iiNotes) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. In the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company shall deliver to the Trustee an Officers’ Certificate specifying the Asset Sale Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the “Asset Sale Purchase Date”). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company’s name and at its expense) an offer to redeem (the “Asset Sale Offer”) to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. Upon the consummation of an Offer The Notice shall contain all instructions and materials necessary to Purchase enable such Holders to tender Notes pursuant to this Section 4.11 the amount Asset Sale Offer. The Notice, which shall govern the terms of Excess Proceeds the Asset Sale Offer, shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.state:

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale Sale, unless (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists of (1) cash, cash or Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases)Investments. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries Subsidiaries has been filed with the Commission pursuant to Section 4.17)4.18 hereof, then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets Assets, (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 hereof or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve 12 months after the date of such agreement), either in property or assets (other than current assets) of a nature or type or that are used in a business (business, or in a company having property and assets of a nature or type, or engaged in a business) , in either case similar or related to the nature or type of the property and assets of, or the business of, the Company and or any of its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the twelve12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 10 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus plus, in each case, accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. The Company will Subject to and as permitted by the terms of this Indenture and the terms of any release or subordination contemplated in Section 1405 hereof, Holdings shall not, directly or indirectly, and will shall not permit any Restricted Subsidiary to, consummate directly or indirectly, make any Asset Sale of Collateral unless (ia) at the consideration received by the Company time of such Asset Sale, Holdings or such Restricted Subsidiary (including any Released Indebtedness) is Subsidiary, as the case may be, receives consideration at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of and (iior in the case of a lease or similar arrangement, receives an agreement for the payment pursuant to the terms of such lease of rents from time to time at fair value); (b) the proceeds therefrom (in the case of a lease, when paid from time to time) consist of at least 85% cash and/or Cash Equivalents; (c) no Default or Event of Default shall have occurred and be continuing at the consideration received (including any Released Indebtedness) consists time of (1) cash, Temporary Cash Investments or Released Indebtedness after giving effect to such Asset Sale; and (2d) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days unless otherwise expressly provided herein, the Net Cash Proceeds of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amountapplied in connection with the offer to purchase the Securities described below. On or before the 180th day after the date on which Holdings or any Subsidiary consummates the relevant Asset Sale of Collateral and subject to and as permitted by the terms of this Indenture and the terms of any release or subordination contemplated in Section 1405 hereof, if it matures within 180 days the Company shall use all of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more such Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest Sale to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to make either (i) within twelve months after an offer to purchase (the date "Asset Sale Offer") from all holders of Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to such Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase; or (ii) a Permitted Related Investment, upon consummation of which the Trustee shall have received a first priority fully perfected security interest in the property on assets acquired by Holdings or any of its Subsidiaries in connection therewith, subject to and as permitted by the terms of this Indenture and the terms of any release or subordination contemplated in Section 1405 hereof; provided, that the Company shall not be required to make any Asset Sale Offer if the Net Cash Proceeds of all Asset Sales and Events of Loss that are not used to make a Permitted Related Investment within 180 days or 365 days, respectively, do not exceed $5 million. Each Asset Sale Offer shall remain open for a period of at least 20 business days. To the extent the Asset Sale Offer is not fully subscribed to by the holders of the Notes Securities, Holdings or the relevant Subsidiary may retain such unutilized portion of the Net Cash Proceeds. If the Asset Sale Offer is more than fully subscribed to by the Holders of the Securities, the particular Securities to be accepted shall be selected by such method as the Trustee shall deem fair and appropriate and which may provide for the selection of portions of the principal of Securities; provided, however, that no such partial acceptance shall reduce the portion of the principal amount of a Security not redeemed to less than, $1,000; and provided further that so long as the Securities are listed on any national securities exchange (as such term is defined in the Exchange Act), such selection shall be made by the Trustee in accordance with the provisions of such exchange. Subject to and as permitted by the terms of this Indenture and the terms of any release or subordination contemplated in Section 1405 hereof, Holdings or such Subsidiary, as the case may be, shall cause such Net Cash Proceeds derived from the sale of Collateral in an Asset Sale to be deposited in the Collateral Account on the relevant Payment Datebusiness day on which such Net Cash Proceeds are received by Holdings or such Subsidiary. Collateral Proceeds (including any earnings thereon) may be released from the Collateral Account only in accordance with Section 1404. Notwithstanding the above, the Company shall not engage, directly or indirectly, in any Asset Sale. SECTION 1018. Application of Net Cash Proceeds in Event of Loss. Subject to and as permitted by the terms of this Indenture and the terms of any release or subordination contemplated in Section 1405 hereof, in the event that Holdings or any Subsidiary suffers any Event of Loss to any Collateral, on or before the 365th day after the date that Holdings or such Subsidiary receives any Net Cash Proceeds from such Event of Loss to Collateral, the Company shall use all of the Net Cash Proceeds from such Event of Loss to make either (i) an offer to purchase (the "Event of Loss Offer") from all holders of Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Net Cash Proceeds at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest (thereon, if any) , to the Payment Date. Upon the date of purchase; or (ii) a Permitted Related Investment, upon consummation of an which the Trustee shall have received a first priority fully perfected security interest in the property on assets acquired by Holdings or any of its Subsidiaries in connection therewith, subject to and as permitted by the terms of this Indenture and the terms of any release or subordination contemplated by Section 1405 hereof; provided, that the Company shall not be required to make any Event of Loss Offer if the Net Cash Proceeds of all Events of Loss to Purchase pursuant and Asset Sales of Collateral that are not used to this Section 4.11 make a Permitted Related Investment within 365 days or 180 days, respectively, do not exceed $5 million. Each Event of Loss Offer shall remain open for a period of at least 20 Business Days. To the extent the Event of Loss Offer is not fully subscribed to by the holders of the Securities, Holdings or the relevant Subsidiary may retain such unutilized portion of the Net Cash Proceeds. If the Event of Loss Offer is more than fully subscribed to by the Holders of the Securities, the particular Securities to be accepted shall be selected by such method as the Trustee shall deem fair and appropriate and which may provide for the selection of portions of the principal of Securities; provided, however, that no such partial acceptance shall reduce the portion of the principal amount of Excess Proceeds a Security not redeemed to less than $1,000; and provided further that so long as the Securities are listed on any national securities exchange (as such term is defined in the Exchange Act), such selection shall be deemed made by the Trustee in accordance with the provisions of such exchange. Subject to and as permitted by the terms of this Indenture and the terms of any release or subordination contemplated in Section 1405 hereof, Holdings or such Subsidiary, as the case may be, shall cause such Net Cash Proceeds derived from the loss of Collateral to be equal to zero, plus deposited in the amount of Collateral Account on the Business Day on which such Net Cash Proceeds are received by Holdings or such Subsidiary. Collateral Proceeds (including any Excess Proceeds not theretofore subject to an Offer to Purchaseearnings thereon) may be released from the Collateral Account only in accordance with Section 1404.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the Company's Board of Directors); (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of (1) cash, Temporary cash or Cash Investments or Released Indebtedness Equivalents and is received at the time of such disposition; and (2iii) 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 360 days of receipt thereof either (A) to permanently reduce Indebtedness of any Person which is either repaid under the Credit Agreement, (B) to make an investment in cash or sold for cash within 90 days properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), and/or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B); provided, however, that the 75% limitation set forth in clause (ii) of this paragraph shall not apply to any proposed Asset Sale for which an independent certified accounting firm shall certify to the Board of Directors of the Company and the Trustee that the after-tax cash portion of the consideration to be received by the company or such Restricted Subsidiary in such proposed Asset Sale is equal to or greater than what the net after-tax cash proceeds would have been had such proposed Asset Sale Complied with the 75% limitation set forth in clause (ii) of this paragraph; and provided, further, that for purposes of calculating this Section 4.16, Cash Equivalents shall include (except with respect to any Asset Sales involving the Spinoff Guarantor) any Indebtedness under the Credit Agreement of the Company or any Restricted Subsidiary (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) that is assumed by the transferee and for which the Company or such Restricted Subsidiary is reasonably indemnified in connection with the relevant Asset Sale. On the 361st day after the Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") 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, 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 thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5,000,000 resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of such Indebtedness$5,000,000, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other casesapplied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section, and shall comply with the provisions of this Section with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.16. 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 that (i) at least 75% of the Net consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any cash or Cash Proceeds Equivalents received by the Company or any of its Restricted Subsidiaries from one or more in connection with any Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest Sale permitted to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company be consummated under this paragraph shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date constitute Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal subject to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness the provisions of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the two immediately preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceedsparagraphs." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, consummate any Asset Sale unless (i) the Company or such Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale, (ii) immediately before and immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing and (iii) at least 75% of the consideration received by the Company or such Restricted Subsidiary therefor is in the form of cash paid at the closing thereof, provided, however, that this clause (including any Released Indebtednessiii) is at least equal shall not apply if, after giving effect to the fair market value of the assets sold or disposed of and (ii) at least 85% of the consideration received (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, the aggregate principal amount of all notes or its fair market valuesimilar debt obligations and Fair Market Value of all equity securities received by the Company from all Asset Sales since the Issue Date (other than such notes or similar debt obligations and such equity securities converted into or otherwise disposed of for cash and applied in accordance with the second succeeding sentence) would not exceed 2.5% of Consolidated Tangible Assets. The amount (without duplication) of any (x) Indebtedness (other than Subordinated Indebtedness) of the Company or such Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company or such Subsidiary, in all other cases). In as the event case may be, is unconditionally released by the holder of such Indebtedness and (y) any notes, securities or similar obligations or items of property received from such transferee that are immediately converted, sold or exchanged by the Company or such Subsidiary for cash (to the extent that of the Net Cash Proceeds cash actually so received), shall be deemed to be cash for purposes of this Section 4.12. If at any time any non-cash consideration received by the Company or such Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in for cash (other than interest received with respect to any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12non-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17cash consideration), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property conversion or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Proceeds thereof shall be equal applied in accordance with this Section 4.12. A transfer of assets by the Company to zeroa Wholly Owned Subsidiary or by a Wholly Owned Subsidiary to the Company or to another Wholly Owned Subsidiary will not be deemed to be an Asset Sale, plus the amount and a transfer of any Excess Proceeds assets that constitutes a Restricted Payment and that is permitted under Section 4.10 hereof will not theretofore subject be deemed to be an Offer to PurchaseAsset Sale.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, consummate make any Asset Sale unless (i) the consideration received by the Company or the Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is sale or other disposition at least equal to the fair market value Fair Market Value of the assets sold or disposed of as determined by the good-faith judgment of the Board of Directors, which determination, in each case where such fair market value is greater than $5.0 million, shall be evidenced by a Board Resolution and (ii) at least 8575% of the consideration received (including any Released Indebtedness) for such sale or other disposition consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days equivalents or the assumption of such Asset Sale (for purposes of calculating the amount of such unsubordinated Indebtedness. The Company shall, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to to, within 360 days after the date of receipt of the Net Cash Proceeds from an Asset Sale, (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in long-term property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the twelve360-month day period referred to in clause (i)above) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph paragraphs of this Section 4.111017. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve360-month day period in the manner as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Excess Proceeds Offer to Purchase pursuant to this Section 4.11 (as defined below) totals at least $5 10.0 million, the Company must commencemust, not later than the fifteenth 30th Business Day thereafter, (i) use such Excess Proceeds to make an offer to purchase the 11-3/4% Senior Notes due 2004 of the Company in accordance with the terms of such monthIndebtedness which require such a purchase offer and do not provide for proration of the amount of such Indebtedness to be purchased with such Exceeds Proceeds (the "1997 Senior Notes Offer") and (ii) to the extent Excess Proceeds remain after such offer is consummated, and consummate make an Offer offer (an "Excess Proceeds Offer") to Purchase purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Proportionate Share of the Excess Proceeds on such datedate remaining after application pursuant to the 1997 Senior Notes Offer, at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment DateNotes, plus plus, in each case, accrued and unpaid interest (if any) to the Payment Date. Upon date of purchase (the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of "Excess Proceeds Payment"). The Company shall be deemed to be equal to zero, plus the amount of any commence an Excess Proceeds not theretofore subject Offer by mailing a notice to an Offer to Purchase.the Trustee and each Holder stating:

Limitation on Asset Sales. The Company will notnot engage in, and will not permit any Restricted Subsidiary toto engage in, consummate any Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the consideration received by requisition of title to, seizure or forfeiture of any Property or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such Restricted Subsidiary (including any Released Indebtedness) is Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the Property subject to such Asset Sale; (b) except in the case of an Asset Sale described in subclauses (i) or (ii) of clause (a), at least 75% of such consideration consists of Cash Proceeds or the assumption of Indebtedness (other than Subordinated Indebtedness) of the Company or such Subsidiary relating to the Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); and (c) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a) and (b); provided, however, that the requirements set forth in clause (b) shall not apply to an Asset Sale in which the Company exchanges assets sold for assets that constitute Replacement Assets. The Company or disposed such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (other than Indebtedness owed to the Company or an Affiliate of the Company) (with a permanent reduction of availability in the case of revolving credit borrowings); provided, however, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. The following amounts will be deemed to be cash for purposes of this provision: (i) any liabilities of the Company or any Subsidiary (as shown on the Company's or such Subsidiary's most recent balance sheet or in the notes thereto), other than liabilities that by their terms are subordinated to the Debentures or the applicable Subsidiary Guarantee that are assumed by the transferee of any such Property as a result of which the Company and its Subsidiaries are no longer obligated with respect to such liabilities and (ii) at least 85% of the consideration received (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments Indebtedness or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds obligations received by the Company or any of its Restricted Subsidiaries such Subsidiary from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of transferee that are converted by the Company or any Restricted such Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds cash (to the extent not applied pursuant to clause (i)of the cash received) as provided in the following paragraph of this Section 4.11. The amount within 120 days of such excess Asset Sale. Any Net Cash Available Proceeds required from any Asset Sale that are not used to be applied (acquire Replacement Assets or to be committed to be applied) during such twelve-month period as set forth in clause (i) repurchase or repay Senior Debt within 365 days after consummation of the preceding sentence and not applied as so required by the end of such period shall relevant Asset Sale constitute "Excess Proceeds." If, as of the first day of any calendar month, When the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least exceeds $5 10 million, the Company must commenceshall, not later than or at any time after receipt of Excess Proceeds, the fifteenth Business Day Company may, at its option, make a pro rata offer to all holders of Debentures and other Indebtedness (excluding the Company's 9.375% Senior Debentures due 2007 and its 10% Senior Notes due 2009; provided that the Company may make an offer to purchase such month, notes in accordance with their terms) that ranks by its terms equally in right of payment with the Debentures and consummate the terms of which contain substantially similar requirements with respect to the application of net proceeds from asset sales as are contained in this Indenture (an Offer "Asset Sale Offer") to Purchase from the Holders purchase on a pro rata basis an aggregate principal amount the maximum Principal Amount at Maturity of Notes on the relevant Payment Date equal to Debentures and other such Indebtedness in integral multiples of $1,000 that may be purchased out of the Excess Proceeds on such dateProceeds, at a purchase price in cash equal to 101(a) the Issue Price plus accrued Original Issue Discount (or, if the Debentures have been converted pursuant to Article Sixteen hereof, the Restated Principal Amount, plus accrued and unpaid interest) through the purchase date, in the case of the Debentures, and (b) 100% of the outstanding principal amount of the Notes on the relevant Payment Date, thereof plus accrued interest (and unpaid interest, if any) , to the Payment Datepurchase date, in accordance with the procedures set forth in this Indenture. Upon the consummation completion of an Offer to Purchase pursuant to this Section 4.11 such Asset Sale Offer, the amount of Excess Proceeds shall be deemed reset to be equal zero and the Company may use any remaining amount for general corporate purposes. Within five Business Days after the Company is obligated to zeromake an Asset Sale Offer, plus the amount Company will send a written notice to Holders of Debentures, accompanied by such information as the Company in good faith believes will enable Holders to make an informed decision with respect to the Asset Sale Offer. The Company will comply with any Excess Proceeds not theretofore subject to applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the Exchange Act) in the event that an Asset Sale Offer to Purchaseis required under the circumstances described herein.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, consummate make any Asset Sale unless (ia)the Company or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale at least equal to the Fair Market Value of the assets or other property sold or disposed of in the Asset Sale, as such Fair Market Value may be determined (and shall be determined, to 135 the extent such Asset Sale or any series of related Asset Sales involves aggregate consideration in excess of $1.0 million) in good faith by the Board of Directors, whose determination shall be conclusive (including as to the value of all noncash consideration), and (ii) at least 75% of such consideration (excluding, in the case of an Asset Sale of assets, any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, which are not Indebtedness) consists of either cash or Cash Equivalents. For purposes of this Section10.14, "cash" shall include (1) the consideration received amount of any Indebtedness (other than any Indebtedness that is by its terms expressly subordinated in right of payment to the Notes) of the Company or such Restricted Subsidiary that is assumed by the transferee of any such assets or other property in such Asset Sale or another Person (including and excluding any Released Indebtedness) is at least equal liabilities that are incurred in connection with or in anticipation of such Asset Sale), but only to the fair market value extent that such assumption is effected on a basis under which there is no further recourse to the Company or any of the assets sold or disposed of and (ii) at least 85% of the consideration received (including any Released Indebtedness) consists of (1) cashRestricted Subsidiaries with respect to such liabilities, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which a Restricted Subsidiary that is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation no longer a Restricted Subsidiary as a result of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds Company and each other Restricted Subsidiary is unconditionally released from any Guarantee of such Indebtedness in connection with such Asset Sale, (3) securities received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to from the transferee that are promptly converted into cash and (i4) within twelve months after the date Net Cash Proceeds so received exceed 10% consideration consisting of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person (other than Indebtedness that is by its terms expressly subordinated in right of payment to the Notes), to the extent such Indebtedness is cancelled and there is no further recourse to the Company or any such Restricted Subsidiary, as the case may be, under such Indebtedness. Within 365 days after any Asset Sale, the Company may elect to apply an amount equal to the Net Proceeds from such Asset Sale to (a)permanently reduce any Senior Debt of its Restricted Subsidiaries the Company or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets Indebtedness (other than current assetsPreferred Stock) of a nature or type or that are used in a business Restricted Subsidiary and/or (or in a company having property and assets of a nature or typeb)make an investment in, or engaged in acquire assets related to, a business) similar or related to Related Business. Pending the nature or type final application of the property and assets of, or the business ofany such amount, the Company and its may temporarily reduce Senior Debt or Indebtedness of a Restricted Subsidiaries existing on the date Subsidiary or temporarily invest such Net Proceeds in any manner permitted by this Indenture. Any portion of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent amount not applied pursuant to clause (i)) or invested as provided in the following paragraph first sentence of this Section 4.11. The amount paragraph within 365 days of such excess Net Cash Proceeds required Asset Sale will be deemed to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess ProceedsEXCESS PROCEEDS." If, as of the first day of any calendar month, Each date on which the aggregate amount of Excess Proceeds in respect of which an Asset Sale Offer has not theretofore subject to been made exceeds $10.0 million shall be deemed an "ASSET SALE OFFER TRIGGER DATE." As soon as practicable, but in no event later than 20 Business Days after each Asset Sale Offer to Purchase pursuant to this Section 4.11 totals at least $5 millionTrigger Date, the Company must commence, not later than shall commence an offer (an "ASSET SALE OFFER") to purchase the fifteenth Business Day maximum principal amount of Notes and other Indebtedness of the Company that ranks PARI PASSU in right of payment with the Notes (to the extent required by the instrument governing such monthother Indebtedness) that may be purchased out of the Excess Proceeds. Any Notes to be purchased pursuant to an Asset Sale Offer shall, and consummate any other Indebtedness to be purchased pursuant to an Asset Sale Offer to Purchase from may, be purchased PRO RATA based on the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date and all such other Indebtedness outstanding, and all such Notes shall be purchased at an offer price in cash in an amount equal to the Excess Proceeds on such date, at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment Datethereof, plus accrued interest (and unpaid interest, if any) , to the Payment Datedate of purchase. To the extent that any Excess Proceeds remain after completion of an Asset Sale Offer, the Company may use the remaining amount for general corporate purposes otherwise permitted by this Indenture. In the event that the Company is prohibited under the terms of any agreement governing outstanding Senior Debt of the Company from repurchasing Notes with Excess Proceeds pursuant to an Asset Sale Offer as set forth in this paragraph, the Company shall promptly use all Excess Proceeds to permanently reduce such outstanding Senior Debt of the Company. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 such permanent reduction, or of any Asset Sale Offer, the amount of Excess Proceeds shall be deemed to be equal reset to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the Company's Board of Directors), (ii) at least 8570% of the consideration received (including any Released Indebtedness) consists by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of (1) cash, Temporary cash or Cash Investments or Released Indebtedness Equivalents and is received at the time of such disposition; and (2iii) Indebtedness 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 either (A) to prepay any Senior Debt and, in the case of any Person which is either repaid Senior Debt under any revolving credit facility, effect a permanent reduction in cash the availability under such revolving credit facility, (B) to make an investment in a similar business or sold for cash within 90 days properties or assets that replace the business, properties or assets that were the subject of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall or in properties and assets that will be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, of the Company and its Restricted Subsidiaries as existing on the date Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such investment and (ii) Restricted Subsidiary determines not to apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (relating to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period Asset Sale as set forth in clause clauses (iiii)(A), (iii)(B) and (iii)(C) of the next preceding sentence and not applied as so required by the end of (each, a "Net Proceeds Offer Trigger Date"), such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Net Cash Proceeds which have not theretofore subject to an been applied on or before such Net Proceeds Offer to Purchase pursuant to this Section 4.11 totals at least $5 millionTrigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company must commenceor 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, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the all Holders on a pro rata basis an aggregate principal PRO RATA basis, that amount of Notes on the relevant Payment Date Securities equal to the Excess Net Proceeds on such date, Offer Amount at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment DateSecurities to be purchased, plus accrued and unpaid interest (thereon, if any) , to the Payment Date. Upon date of purchase; PROVIDED, HOWEVER, that if at any time any non-cash consideration received by the consummation Company or any Restricted Subsidiary of an Offer the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds 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 5.16. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to zeroor in excess of $5,000,000 resulting from one or more Asset Sales (at which time, plus the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of any Excess Proceeds not theretofore subject $5,000,000, shall be applied as required pursuant to an Offer to Purchasethis paragraph).

Limitation on Asset Sales. The Company Issuers will not, and will not permit any Restricted Subsidiary of their Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company Issuers or such Restricted Subsidiary (including any Released Indebtedness) is applicable Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Board of Directors of the Company, and evidenced by a board resolution); (ii) at least 85not less than 80% of the consideration received (including any Released Indebtedness) consists by the Company or such applicable Subsidiary, as the case may be, is in the form of (1) cash, Temporary cash or Cash Investments or Released Indebtedness Equivalents other than in the case where the Company is undertaking a Permitted Asset Swap; and (2iii) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such the Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds received by the Company or such Subsidiary are applied (a) first, to the extent the Company or any of its Restricted Subsidiaries from one such Subsidiary, as the case may be, elects, or more Asset Sales occurring on is required, to prepay, repay or after purchase indebtedness under the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as Senior Credit Facility within 180 days following the receipt of the date closest Asset Sale Proceeds from any Asset Sale; PROVIDED that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the commencement principal amount so repaid; (b) second, to the extent of such 12-month period for which a consolidated the balance sheet of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) used or useful in businesses similar or ancillary to the business of the Company and its subsidiaries has been filed pursuant or any such Subsidiary as conducted on the Issue Date; PROVIDED that (1) such investment occurs or the Company or any such Subsidiary enters into contractual commitments to Section 4.17make such investment, subject only to customary conditions (other than the obtaining of financing), then within 180 days following receipt of such Asset Sale Proceeds and (2) Asset Sale Proceeds so contractually committed are so applied within 270 days following the receipt of such Asset Sale Proceeds; and (c) third, if on such 180th day in the case of clauses (iii)(a) and (iii)(b)(1) or on such 270th day in the case of clause (iii)(b)(2) with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $5 million, the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Available Asset Sale Proceeds to permanently repay unsubordinated Indebtedness of an offer to repurchase the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such dateSecurities, at a purchase price in cash equal to 101100% of the principal amount Accreted Value thereof plus accrued and unpaid interest, if any, to the purchase date (an "EXCESS PROCEEDS OFFER"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain the portion of the Notes on Available Asset Sale Proceeds not required to repurchase Securities. If the relevant Payment DateIssuers are required to make an Excess Proceeds Offer, plus accrued interest the Issuers shall mail, within 30 days following the date specified in clause (if anyiii)(c) above, a notice to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zeroholders stating, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.among other things:

Limitation on Asset Sales. The Company will notnot engage in, and will not permit any Restricted Subsidiary toto engage in, consummate any Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the consideration received by requisition of tide to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such Restricted Subsidiary (including any Released Indebtedness) is Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or disposed Property; (b) except in the case of and an Asset Sale described in clause (ii) a), at least 8575% of the such consideration received (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds received by (or the Company or any assumption of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted such Subsidiary providing a Subsidiary Guarantee pursuant relating to Section 4.07 the Capital Stock or Indebtedness Property that was the subject of any other Restricted Subsidiary, in each case owing to a Person other than such Asset Sale and the release of the Company or any of its Restricted Subsidiaries or such Subsidiary from Indebtedness); (Bc) invest after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an equal amountOfficers' Certificate, or the amount not so applied pursuant to clause which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreementa), in property or assets (other than current assetsb) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than c); PROVIDED, HOWEVER, that the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as requirement set forth in clause (ib) shall not apply to an Asset Sale in which the Company exchanges (a "Permitted Exchange") assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the preceding sentence and relevant Asset Sale. Any Net Available Proceeds from any Asset Sale that are not applied as used to so required by acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days after consummation of the end of such period shall relevant Asset Sale constitute "Excess Proceeds." If, as of the first day of any calendar month, When the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least exceeds $5 10 million, the Company must commenceshall, not later than or at any time after receipt of Excess Proceeds, the fifteenth Business Day of such monthCompany may, and consummate an Offer to Purchase from the Holders on at its option, make a pro rata basis offer (an "Asset Sale Offer") to purchase from all Holders an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such dateProceeds, at a purchase price in cash equal to 101100% of the outstanding principal amount of the Notes on the relevant Payment Date, thereof plus accrued interest (interest, if any) , to the Payment Datepurchase date, in accordance with the procedures set forth in this Indenture. Upon the consummation completion of an Offer to Purchase pursuant to this Section 4.11 such Asset Sale Offer, the amount of Excess Proceeds shall be deemed reset to be equal to zerozero and the Company may use any remaining amount for general corporate purposes. The Company will comply with any applicable tender offer rules (including, plus without limitation, any applicable requirements of Rule 14e-1 under the amount of any Excess Proceeds not theretofore subject to Exchange Act) in the event that an Asset Sale Offer to Purchaseis required under the circumstances described herein.

Limitation on Asset Sales. The Company will shall not, and will shall not cause or permit any Restricted Subsidiary to, consummate directly or indirectly, make any Asset Sale, unless (x) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale unless at least equal to the Fair Market Value of the assets sold or otherwise disposed of and (y) at least 75% of such consideration consists of (i) the consideration received by cash or Cash Equivalents, (ii) Replacement Assets, (iii) publicly traded Equity Interests of a Person who is engaged primarily in a Telecommunications Business; provided, however, that the Company or such Restricted Subsidiary shall sell (including any Released Indebtedness) is at least equal a "Monetization Sale"), for cash or Cash Equivalents, such Equity Interests to a third Person (other than to the fair market value of the assets sold Company or disposed of and (iia Subsidiary thereof) at least 85% of a price not less than the consideration received (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash Fair Market Value thereof within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 365 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds received by the Company or (iv) any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as combination of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to foregoing clauses (i) within twelve months after the date Net Cash Proceeds so received exceed 10% through (iii). The amount of Adjusted Consolidated Net Tangible Assets any (Ax) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness (other than any Subordinated Indebtedness) of the Company or any Restricted Subsidiary providing a that is actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully released shall be deemed to be cash for purposes of determining the percentage of cash consideration received by the Company or such Restricted Subsidiary Guarantee pursuant to Section 4.07 and (y) notes or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than similar obligations received by the Company or any of its Restricted Subsidiaries Subsidiary from such transferee that are immediately converted, sold or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) exchanged (or enter are converted, sold or exchanged within 365 days of the related Asset Sale) by the Company or any Restricted Subsidiary into a definitive agreement committing cash shall be deemed to so invest within twelve months after the date of such agreement)be cash, in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related an amount equal to the nature net cash proceeds realized upon such conversion, sale or type exchange for purposes of determining the property and assets of, or the business of, percentage of cash consideration received by the Company and its or such Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Subsidiary. Any Net Cash Proceeds (from any Asset Sale or any Monetization Sale that are not invested in Replacement Assets or used to repay and permanently reduce the extent not applied pursuant to clause (i)) as provided in commitments under Indebtedness of any Restricted Subsidiary within 365 days of the following paragraph of this Section 4.11. The amount 47 -41- consummation of such excess Net Cash Proceeds required to be applied (Asset Sale or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period Monetization Sale shall constitute "Excess Proceeds." If, subject to disposition as of the first day of any calendar month, provided below. Within 40 days after the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Company shall make an Offer to Purchase, from all Holders, that aggregate principal amount of Securities as can be purchased with the Note Portion of Excess Proceeds at a price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to any purchase date. To the extent that the aggregate amount of principal and accrued interest of Securities validly tendered and not theretofore subject withdrawn pursuant to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 millionis less than the Excess Proceeds, the Company must commencemay use such surplus for general corporate purposes. If the aggregate amount of principal and accrued interest of Securities validly tendered and not withdrawn by Holders thereof exceeds the amount of Securities that can be purchased with the Note Portion of Excess Proceeds, not later than the fifteenth Business Day of such month, and consummate an Offer Securities to Purchase from the Holders on a be purchased will be selected pro rata basis an based on the aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment DateSecurities tendered by each Holder. Upon the consummation completion of an Offer to Purchase pursuant to this Section 4.11 Purchase, the amount of Excess Proceeds with respect to the applicable Asset Sale or Monetization Sale shall be deemed reset to zero. In the event that any other Indebtedness of the Company that ranks pari passu with the Securities (the "Other Debt") requires an offer to purchase to be equal made to zerorepurchase such Other Debt upon the consummation of an Asset Sale, plus the amount of any Company may apply the Excess Proceeds not theretofore subject otherwise required to be applied to an Offer to PurchasePurchase to offer to purchase such Other Debt and to an Offer to Purchase so long as the amount of such Excess Proceeds applied to purchase the Securities is not less than the Note Portion of Excess Proceeds. With respect to any Excess Proceeds, the Company shall make the Offer to Purchase in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the Purchase Date in respect thereof shall be the same as the purchase date in respect thereof pursuant to any Other Debt.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale Sale, unless (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value Fair Market Value of the assets sold or disposed of and (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists of (1) cash, cash or Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases)Investments. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17)$10 million, then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets $10 million (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries Subsidiaries, or (B) invest an amount equal amountto such excess Net Cash Proceeds, or the amount of such Net Cash Proceeds not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve 12 months after the date of such agreement), in property or capital assets (other than current assets) of a nature or type or that are used in a business (or in a company Person having property and capital assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the twelve12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.114.10. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 4.10 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment Dateplus, plus in each case, accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the Company's Board of Directors), (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists of (1) cashfor the assets sold by the Company or the Restricted Subsidiary, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of as the case may be, from such Asset Sale (shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; provided, however, that for purposes of calculating this clause (ii) only, (A) notes received by the amount of Company or such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures Restricted Subsidiary as consideration for an Asset Sale that are converted into cash or Cash Equivalents within 180 30 days of following the consummation of such Asset Sale or (B) the assumption by the purchaser of assets pursuant to an Asset Sale of Indebtedness of the Company or such Restricted Subsidiary (other than Indebtedness that is by its terms subordinate to the Notes or any Guarantee) shall, in each case of the immediately preceding clauses (A) and (B), be deemed to be cash or Cash Equivalents at the time of such Asset Sale in an amount equal to, in the case of clause (A), the amount of cash or Cash Equivalents realized on such conversion and, in the case of clause (B), the amount of the Indebtedness so assumed, as reflected on the balance sheet of the Company, and (iii) following the consummation of an Asset Sale, the Company shall or cause such Restricted Subsidiary, within 365 days of receipt thereof either (A) to apply the Net Cash Proceeds related to such Asset Sale to prepay any Indebtedness that by its terms is not subordinate to the Notes or any Guarantee (and to permanently reduce the commitments, if any, with respect thereto), (B) to make a Permitted Investment or an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in a Related Business (collectively, "Replacement Assets") or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). On the 365th day after an Asset Sale, or its fair market valuesuch earlier date, if any, as the Board of Directors of the Company determines not to apply or cause to be applied the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before the applicable Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (or, in the case of a Net Proceeds Offer Trigger Date occurring prior to such 365th day, the aggregate amount of Net Cash Proceeds that the Board of Directors of the Company has determined not to so apply) (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 (and on a pro rata basis with the holders of any other casesIndebtedness of the Company that is not by its terms subordinate in right of payment to the Notes with similar provisions requiring the Company to offer to purchase such Indebtedness with the proceeds of asset sales), that principal amount of Notes and such other Indebtedness equal to the Net Proceeds Offer Amount at a price, in the case of the Notes, equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, to the date of purchase (subject to the right of Holders of record on a Record Date to receive interest due on an Interest Payment Date that is on or prior to such date of purchase and subject to clause (8) below); provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.15. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5.0 million resulting from one or more Asset Sales (at which time, the entire Net Proceeds Offer Amount, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the Surviving Entity shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this Section 4.15 with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. 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 such Asset Sale constitutes Replacement Assets and cash or Cash Equivalents and (ii) such Asset Sale is for fair market value; provided that the Net Cash Proceeds any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries from one or more in connection with any Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest Sale permitted to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company be consummated under this paragraph shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date constitute Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal subject to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness the provisions of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness two preceding paragraphs. Notice of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million4.15 shall be mailed or caused to be mailed, by first class mail, by the Company must commencewithin 25 days following the applicable Net Proceeds Offer Trigger Date to all Holders, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on with a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal copy to the Excess Proceeds on Trustee. The notice shall contain all instructions and materials reasonably necessary to enable such date, at a purchase price equal Holders to 101% of the principal amount of the tender Notes on the relevant Payment Date, plus accrued interest (if any) pursuant to the Payment Date. Upon the consummation of an Net Proceeds Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds and shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.state:

Limitation on Asset Sales. The (a) Unless and until the Termination and Release shall have occurred, neither the Company will nor any Guarantor may sell, assign, convey, transfer or otherwise dispose of (collectively, as used in this Section 4.09, to "sell" or a "sale") a Mortgaged Vessel or any other portion of the Trust Estate (other than an Incidental Asset); provided that a Guarantor may sell a Mortgaged Vessel (together with the applicable Charters, freights and hires and other related agreements) or the Company may sell all of the Capital Stock of a Guarantor (any such asset proposed to be sold is referred to herein as a "Mortgaged Vessel Asset") if such sale of a Mortgaged Vessel Asset shall be made in compliance with each of the following conditions: (i) no Event of Default shall have occurred and be continuing; (ii) the sale shall be effected in a commercially reasonable manner; (iii) the entire consideration for such sale shall be cash and the Net Cash Proceeds from such sale shall be not less than the Appraised Value of the relevant Mortgaged Vessel Asset as of the date of such sale; (iv) the sale shall be to a Person who is not an Affiliate of the Company, and the Board of Directors of the Company shall have determined that the sale was effected in a commercially reasonable fashion, which determination shall be evidenced by a Board Resolution filed with the Trustee; (v) funds in an amount equal to the Sale Redemption Amount shall be paid in full directly to the Trustee to be held in the Investment Account and shall be received by the Trustee free of any Lien (other than the Lien of this Indenture); and (vi) the Company shall have complied with the provisions of Article Nine in connection with such sale. (b) Unless and until the Termination and Release shall have occurred, the Company shall apply the amount received pursuant to clause (a)(v) above in accordance with Section 3.04. (c) Unless and until the Termination and Release shall have occurred, the Company shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate engage in any Asset Sale Sales other than pursuant to Section 4.09(a) unless (ix) the consideration received (A) such Asset Sale is by the Company or such by a Restricted Subsidiary that is not a Guarantor or (including any Released IndebtednessB) is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 85% of the consideration received (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale is an Incidental Asset Sale and (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, y) in all other cases). In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more of such Asset Sales 57 66 occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17)$10 million, then the Company shall or shall cause the relevant a Restricted Subsidiary to (i) within twelve 12 months after the date Net Cash Proceeds so received exceed 10% $10 million in any period of Adjusted Consolidated Net Tangible Assets 12 consecutive months (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 Guarantor or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are which shall be used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment investment, or allocate such amount to working capital for general corporate purposes (in each case, as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply treat (no later than the end of the twelvesuch 12-month period referred to in clause (i) of this subsection (c)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i) of this subsection (c)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Sale Excess Proceeds. SECTION 4.10." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the Company's Board of Directors), (ii) at least 85% of the consideration received (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid other than indebtedness assumed by the purchaser in cash or sold for cash within 90 days of connection with such Asset Sale (for purposes of calculating and as to which there is no further recourse against the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of Company or the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds Restricted Subsidiaries) received by the Company or any the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of its Restricted Subsidiaries from one cash or more Asset Sales occurring on or after Cash Equivalents and is received at the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement time of such 12-month period for which disposition; 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 either (A) to prepay any Senior Indebtedness and, in the case of any Senior Indebtedness under any revolving credit facility, effect a consolidated balance sheet permanent reduction in the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its subsidiaries has been filed pursuant to Section 4.17Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (including investments in 100% of the equity interest in a Person that owns such properties and assets) ("Replacement Assets"), then or (C) a combination of prepayment and investment permitted by the Company shall foregoing clauses (iii)(A) and (iii)(B). On the 366th day after an Asset Sale or shall cause such earlier date, if any, as the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% Board of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness Directors of the Company or any of such Restricted Subsidiary providing a Subsidiary Guarantee pursuant determines not to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than apply the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (relating to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period Asset Sale as set forth in clause clauses (iiii)(A), (iii)(B) and (iii)(C) of the next preceding sentence and not applied as so required by the end of (each, a "Net Proceeds Offer Trigger Date"), such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Net Cash Proceeds which have not theretofore subject to an been applied on or before such Net Proceeds Offer to Purchase pursuant to this Section 4.11 totals at least $5 millionTrigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company must commenceor 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, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the all Holders on a pro rata basis an aggregate principal PRO RATA basis, that amount of Notes on the relevant Payment Date equal to the Excess Net Proceeds on such date, Offer Amount at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment Dateto be purchased, plus accrued and unpaid interest (thereon, if any) , to the Payment Datedate of purchase; PROVIDED, HOWEVER, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. Upon The Company may defer the consummation Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of an $5,000,000 resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer to Purchase Amount, and not just the amount in excess of $5,000,000, shall be applied as required pursuant to this Section 4.11 paragraph). In the amount event of Excess Proceeds the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Article Five, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be equal to zero, plus the amount Net Cash Proceeds for purposes of any Excess Proceeds not theretofore subject to an Offer to Purchasethis covenant.

Limitation on Asset Sales. The Company Lessee will not, and will not ---------------------------- permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) Lessee or the applicable Restricted Subsidiary, as the case may be, receives consideration received by at the Company or time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by Lessee's Board of Directors) and (ii) at least 8575% of the consideration received by Lessee or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that (including A) the amount of any Released Indebtednessliabilities of Lessee or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to Lessee's rental payment obligations under the Lease Agreement) consists that are assumed by the transferee of (1) cash, Temporary Cash Investments or Released Indebtedness any such assets and (2B) Indebtedness the fair market value of any Person which is either repaid marketable securities received by Lessee or any such Restricted Subsidiary in exchange for any such assets that are promptly converted into cash shall be deemed to be cash for purposes of this provision; and provided, further, that in no event shall the aggregate fair market value at the time of receipt of consideration received by Lessee in a form other than cash or sold for cash Cash Equivalents exceed 15% of Lessee's Consolidated Total Assets. In the event of an Asset Sale, Lessee shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 90 720 days of receipt thereof either (A) to repay or prepay any indebtedness under the Credit Agreement, and effect a permanent reduction thereof, (B) to make an investment in either (x) properties and assets that replace the properties and assets that were the subject of such Asset Sale or (for purposes y) properties or assets that will be used in the business of calculating Lessee and its Restricted Subsidiaries as existing on the Issue Date or in businesses similar or reasonably related thereto or in the capital stock of any entity a majority of whose assets consists of the properties or assets described under (x) or (y) ("Replacement Assets"), or (C) to a combination of prepayment and investment permitted by the immediately foregoing clauses (A) and (B). After the day on which the aggregate amount of Net Cash Proceeds which have not been applied as permitted in the immediately foregoing clauses (A), (B) and (C) of the next preceding sentence (a "Net Proceeds Offer Amount") exceeds $15,000,000 (the "Net Proceeds Offer Trigger Date"), Lessee shall make an offer to apply such Net Cash Proceeds to purchase Equipment from Lessor at the Acquisition Cost thereof; provided, Lessee shall have the option of applying a portion of the Net Proceeds Offer Amount to the repurchase of any Indebtedness not subordinated to its rental payment obligations under the Lease Agreement, pro rata based on the amount of Tranche A Notes, the Tranche B Loans and the Equity Contributions outstanding on the one hand, and the amount of such other Indebtedness outstanding on the other hand. The purchase price for such other Indebtedness will not exceed 100% of the principal amount thereof, plus accrued and unpaid interest thereon. If Lessee elects to so repay such other Indebtedness, the amount of Equipment purchased by it will be reduced by the amount of such other Indebtedness so repurchased. If at any time any non-cash consideration received by Lessee or any Restricted Subsidiary of Lessee, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be valued at its principal amount, if it matures within 180 days of deemed to constitute an Asset Sale and the consummation of such Asset Sale, or its fair market value, Net Cash Proceeds thereof shall be applied in all other cases)accordance with this covenant. In the event and to To the extent that the aggregate principal amount of the Tranche A Notes, the Tranche B Loans and the Equity Contributions repurchased is less than the Net Cash Proceeds Offer Amount, Lessee and its Restricted Subsidiaries may use such deficiency for general corporate purposes. Upon completion of such Net Proceeds Offer, the Net Proceeds Offer Amount will be reset to zero. Notwithstanding the two (2) immediately preceding paragraphs, Lessee and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with the foregoing paragraphs to the extent (i) at least 80% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Company Lessee or any of its Restricted Subsidiaries from one or more in connection with any Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest Sale permitted to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company be consummated under this paragraph shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date constitute Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal subject to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness the provisions of the Company preceding paragraph. If at any time any non-cash consideration received by Lessee or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted SubsidiaryLessee, as the case may be, in each case owing to a Person other than the Company connection with any Asset Sale is converted into or any sold or otherwise disposed of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets for cash (other than current assets) interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. To the extent that the aggregate principal amount of a nature or type or that are used in a business (or in a company having property and assets of a nature or typeTranche A Notes, or engaged in a business) similar or related tendered pursuant to such Net Proceeds Offer is less than the net Proceeds Offer Amount allocable to the nature or type of the property and assets ofTranche A Notes, or the business of, the Company Lessee and its Restricted Subsidiaries existing on the date of may use such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceedsdeficiency for general corporate purposes." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors); (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any 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 and (y) any securities, 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), shall be deemed to be cash for purposes of this Section 4.05; 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 either (A) to prepay any Indebtedness secured by assets subject to such Asset Sale (and, in the case of any such Indebtedness under any revolving credit facility, including the New Revolving Credit Facility, effect a permanent reduction in the availability under such revolving credit facility), (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets of a kind used or usable in the business of the Company and its Restricted Subsidiaries as conducted in accordance with Section 4.15 of this Indenture or to acquire Capital Stock of any Person which upon such acquisition becomes a Restricted Subsidiary and which conducts business in accordance with Section 4.15 of this Indenture ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an Offer to Purchase on the Purchase Date not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of Securities equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Securities to be purchased, plus accrued and unpaid interest thereon, if any, to the Purchase Date; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed 43 -43- to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.05. The Company may defer the Offer to Purchase until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to this paragraph) and, upon such application, the Net Proceeds Offer Amount shall be reset at zero. Notwithstanding the immediately preceding paragraph, the Company and the Restricted Subsidiaries will 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 Directors) and (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes constitutes Capital Stock of calculating the amount of such Indebtednessa Person which, such Indebtedness shall be valued at its principal amountupon acquisition, if it matures within 180 days becomes a Restricted Subsidiary and which is in a business of the consummation type described in Section 4.15 of this Indenture, long-term assets used or useful in such Asset Sale, business and/or cash or its fair market value, in all other cases). In the event and to the extent Cash Equivalents; provided that the Net any cash or Cash Proceeds Equivalents received by the Company or any of its Restricted Subsidiaries from one or more in connection with any Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest Sale permitted to be consummated under this paragraph shall be added to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess ProceedsOffer Amount." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. The Company will Issuer shall not, and will shall not permit any Restricted Subsidiary to, consummate make any Asset Sale unless (i) the consideration received by the Company Issuer or such Restricted Subsidiary (including any Released Indebtedness) is receives consideration at least equal to the fair market value time of such Asset Sale not less than the Fair Market Value of the assets sold or disposed of and subject to such Asset Sale; (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists for such Asset Sale is in the form of (1A) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days Cash Equivalents, (B) liabilities of the Issuer or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Subsidiary Guarantees) that are assumed by the transferee of such assets (provided that, following such Asset Sale there is no further recourse to the Issuer or its Restricted Subsidiaries with respect to such liabilities), or (C) fixed assets or property that, in the good faith judgment of the Board of Directors of the Issuer, at the time of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall will be valued at its principal amount, if it matures within 180 days used in a Related Business of the consummation Issuer or its Restricted Subsidiaries; and (iii) within 270 days of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets thereof are (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness invested in fixed assets or property that, in the good faith judgment of the Company Board of Directors of the Issuer, at the time of such Asset Sale will be used in a Related Business of the Issuer or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or Subsidiaries, (B) invest an equal amountapplied to repay Indebtedness under Purchase Money Obligations incurred in connection with the asset so sold, or (C) applied to repay Indebtedness under the Credit Facility and permanently reduce the commitment thereunder in the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, Indebtedness so repaid or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (iiD) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) used as provided in clauses (A), (B), or (C) applied to make an offer to purchase Notes as described below (an “Excess Proceeds Offer”); provided that, the following paragraph Issuer will not be required to make an Excess Proceeds Offer until the amount of this Section 4.11Excess Proceeds is greater than $5,000,000. The amount foregoing provisions in (i) or (ii) above shall not apply to an Event of Loss. Pending the final application of any Net Proceeds, the Issuer may temporarily reduce Indebtedness under the Credit Facility or temporarily invest such excess Net Proceeds in Cash Equivalents. Net Proceeds required to be not invested or applied (or to be committed to be applied) during such twelve-month period as set forth in subclauses (A), (B) or (C) of clause (iiii) of the preceding sentence and not applied as so required by the end of such period shall above constitute "“Excess Proceeds." If” If the Issuer elects, as of the first day of any calendar monthor becomes obligated to make an Excess Proceeds Offer because such Excess Proceeds exceed $5,000,000, the aggregate amount of Excess Proceeds not theretofore subject Issuer shall offer to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis purchase Notes having an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date(the “Purchase Amount”), at a purchase price equal to 101100% of the aggregate principal amount of the Notes on the relevant Payment Datethereof, plus accrued and unpaid interest (if any) thereon to the purchase date. The Issuer must consummate such Excess Proceeds Offer not later than 30 days after the expiration of the 270-day period following the Asset Sale that produced such Excess Proceeds. If the aggregate purchase price for the Notes tendered pursuant to the Excess Proceeds Offer is less than the Excess Proceeds, the Issuer and its Restricted Subsidiaries may use the portion of the Excess Proceeds remaining after payment of such purchase price for general corporate purposes. Each Excess Proceeds Offer shall remain open for a period of 20 Business Days and no longer, unless a longer period is required by law (the “Excess Proceeds Offer Period”). Promptly after the termination of the Excess Proceeds Offer Period (the “Excess Proceeds Payment Date. Upon ”), the consummation Issuer shall purchase and mail or deliver payment for the Purchase Amount for the Notes or portions thereof tendered, on a pro rata basis or by such other method as may be required by law and, in each case with respect to any Global Notes, the procedures of an Offer to the DTC, and, if less than the Purchase Amount has been tendered, all Notes tendered pursuant to the Excess Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.11 4.10, the amount of Excess Proceeds Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to be equal have breached its obligations under this Section 4.10 by virtue thereof. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, create or suffer to zero, plus exist or become effective any restriction that would impair the amount ability of any the Issuer to make an Excess Proceeds not theretofore subject Offer upon an Asset Sale or, if such Excess Proceeds Offer is made, to an pay for the Notes tendered for purchase. The Issuer shall, no later than 30 days following the expiration of the 12-month period following the Asset Sale that produced Excess Proceeds, commence the Excess Proceeds Offer by mailing to Purchase.the Trustee and each Holder, at such Holder’s last registered address, a notice, which shall govern the terms of the Excess Proceeds Offer, and shall state:

Limitation on Asset Sales. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the Company's Board of Directors), (ii) at least 85% 70 percent of the consideration received (including any Released Indebtedness) consists by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of (1) cash, Temporary cash or Cash Investments or Released Indebtedness Equivalents and is received at the time of such disposition; and (2iii) Indebtedness 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 either (A) to prepay any Senior Debt or Guarantor Senior Debt and, in the case of any Person which is either repaid Senior Debt or Guarantor Senior Debt under any revolving credit facility, effect a permanent reduction in cash or sold for cash within 90 days the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 days 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 percent of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; PROVIDED, HOWEVER, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for purposes cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of calculating $10.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of such Indebtedness$10.0 million, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other casesapplied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 of this Indenture, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. Notwithstanding the two immediately preceding paragraphs, the Company and its Restricted Subsidiaries shall be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 80 percent of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; PROVIDED that the Net Cash Proceeds any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries from one in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the two preceding paragraphs. Each Net Proceeds Offer shall be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or more Asset Sales occurring in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders will be purchased on or after the Closing Date in any a PRO RATA basis (based on amounts tendered). A Net Proceeds Offer shall remain open for a period of 12 consecutive months exceed 10% 20 Business Days or such longer period as may be required by law. The Company shall comply with the requirements of Adjusted Consolidated Net Tangible Assets (determined as of Rule 14e-1 under the date closest Exchange Act and any other securities laws and regulations thereunder to the commencement extent such laws and regulations are applicable in connection with the repurchase of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.17)4.08, then the Company shall or comply with the applicable securities laws and regulations and shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchasehave breached its obligations under this Section 4.08.

Limitation on Asset Sales. (a) The Company will Issuer shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, consummate any consummate, an Asset Sale unless (i) the Issuer or the applicable Subsidiary, as the case may be, receives aggregate consideration received by at the Company or time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the Issuer's Board of Directors), (ii) at least 85% of the consideration received (including any Released Indebtedness) consists by the Issuer or the Subsidiary, as the case may be, from such Asset Sale shall be in the form of (1A) cashcash or cash equivalents, Temporary Cash Investments (B) the assumption of Indebtedness, (C) Replacement Assets (as defined below) or Released Indebtedness (D) any combination of the foregoing (A), (B) or (C), and is received at the time of such disposition; and (2iii) Indebtedness upon the consummation of any Person which is either repaid in cash an Asset Sale, the Issuer shall apply, or sold for cash cause such Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 90 180 days of such Asset Sale either (for purposes of calculating 1) to repay any Indebtedness which is pari passu with the amount Securities, (2) to make an investment in properties and assets that replace the properties and assets that were the subject of such Indebtedness, such Indebtedness shall Asset Sale or in properties and assets that will be valued at its principal amount, if it matures within 180 days used in the business of the consummation Issuer and its Subsidiaries as existing on the Effective Date or in businesses reasonably related thereto ("Replacement Assets"), (3) to repurchase Securities from the Holders at par pursuant to a Net Proceeds Offer, as defined below, (4) to fund working capital needs of such the Issuer, or (5) a combination of the foregoing clauses. On or before (i) the 121st day after an Asset Sale, or its fair market value, in all other cases). In (ii) such earlier date as the event and Board of Directors of the Issuer or of such Subsidiary determines to the extent that apply the Net Cash Proceeds relating to such Asset Sale as set forth in the immediately preceding sentence (the "Net Proceeds Offer Trigger Date"), such aggregate amounts of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the immediately preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Issuer or such 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 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis (to the extent practicable) that amount of Securities equal to the Net Proceeds Offer Amount at a price equal to 100% of the aggregate principal amount of the Securities to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration (other than Replacement Assets) received by the Company Issuer or any Subsidiary of its Restricted Subsidiaries the Issuer, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder, and the Net Cash Proceeds thereof shall be applied in accordance with this Section. The Issuer may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $3,500,000 resulting from one or more Asset Sales occurring on or after (at which time, the Closing Date entire unutilized Net Proceeds Offer Amount, and not just the amount in any period excess of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined $3,500,000, shall be applied as required pursuant to this paragraph). In the event of the date closest to the commencement transfer of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to substantially all (ibut not all) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or of the business ofIssuer and its Subsidiaries as an entirety to a Person in a transaction permitted under Section 3.6, the Company successor Person shall be deemed to have sold the properties and assets of the Issuer and its Restricted Subsidiaries existing on not so transferred for purposes of this covenant, and shall comply with the date provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such investment properties and (ii) apply (no later than the end assets of the twelve-month period referred Issuer or its Subsidiaries deemed to in clause (i)) such excess Net Cash Proceeds (to the extent not applied be sold pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount Net Cash Proceeds for purposes of any Excess Proceeds not theretofore subject to an Offer to Purchasethis covenant.

Limitation on Asset Sales. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the Company's Board of Directors), (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists of (1) cashby the Company or the Restricted Subsidiary, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of as the case may be, from such Asset Sale (for purposes shall be in the form of calculating cash or Cash Equivalents and is received at the amount time of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of disposition (the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds value of Replacement Assets (as defined below) received by the Company or any Restricted Subsidiary, as the case may be, from such Asset Sale shall be considered cash or Cash Equivalents for purposes of its this covenant); and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiaries from one or more Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sales occurring on or after Sale within 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the Closing Date case of any Senior Debt under any revolving credit facility, effect a permanent reduction in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets the availability under such revolving credit facility, (determined as of B) to make an investment in properties and assets that replace the date closest to properties and assets that were the commencement subject of such 12-month period for which a consolidated balance sheet Asset Sale or in properties and assets that will be used in the business of the Company and its subsidiaries has been filed pursuant Subsidiaries as existing on the Issue Date or in any businesses which are similar or related to Section 4.17the contract packaging and manufacturing businesses ("REPLACEMENT ASSETS"), then or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). On the 271st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company shall or shall cause the relevant of such Restricted Subsidiary determines not to (i) within twelve months after apply the date Net Cash Proceeds so received exceed 10% relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of Adjusted Consolidated Net Tangible Assets the next preceding sentence (A) apply each, a "NET PROCEEDS OFFER TRIGGER DATE"), an amount equal to such excess aggregate amount of Net Cash Proceeds to permanently repay unsubordinated Indebtedness which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "NET PROCEEDS OFFER AMOUNT") shall be applied by the Company or any such Restricted Subsidiary providing to make an offer to purchase (the "NET PROCEEDS OFFER") on a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiarydate (the "NET PROCEEDS OFFER PAYMENT DATE") within 45 days following the applicable Net Proceeds Offer Trigger Date, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the all Holders on a pro rata basis an aggregate principal PRO RATA basis, that amount of Notes on the relevant Payment Date equal to the Excess Net Proceeds on such date, Offer Amount at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment Dateto be purchased, plus accrued and unpaid interest (thereon, if any) , to the Payment Date. Upon date of purchase; PROVIDED, HOWEVER, that if at any time any consideration other than Cash or Cash Equivalents received by the consummation Company or any Restricted Subsidiary of an Offer the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. A transfer of assets by the Company to a Wholly-Owned Restricted Subsidiary or by a Restricted Subsidiary to the Company or to another Wholly-Owned Restricted Subsidiary will not be deemed to be an Asset Sale. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to zeroor in excess of $5,000,000 resulting from one or more Asset Sales (at which time, plus the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of any Excess Proceeds not theretofore subject $5,000,000, shall be applied as required pursuant to an Offer to Purchasethis paragraph).

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale Sale, unless (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) the assumption of Indebtedness of any Person which the Company (other than Indebtedness that is either repaid in cash subordinated to the Notes) or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days a Restricted Subsidiary and unconditional release of the consummation of such Asset SaleCompany and its Restricted Subsidiaries from all liability on the Indebtedness assumed; provided, or its fair market valuehowever, that this clause (ii) shall not apply to long-term assignments in all other cases)capacity in a telecommunications network. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries Subsidiaries has been filed with the Commission pursuant to Section 4.174.18), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds less any amounts invested within 6 months prior to such Asset Sale in property or assets of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries on the date of such Asset Sale (the "Adjusted Net Cash Proceeds") to permanently repay unsubordinated Indebtedness of the Company Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount of Adjusted Net Cash Proceeds not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the twelve12-month period referred to in clause (i)) such excess Adjusted Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Adjusted Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 10 million, the Company Obligors must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on and to the relevant Payment Date extent permitted or required by the terms thereof, any other Indebtedness of the Company that is pari passu with the Notes, equal to the Excess Proceeds on such date, at a purchase price equal to 101100% of the principal amount of the Notes and such other Indebtedness, if applicable, on the relevant Payment Date, plus plus, in each case, accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. (a) The Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the Company's Board of Directors), (ii) with respect to Asset Sales by the Company or any Wholly Owned Subsidiary of the Company, at least 8580% of the consideration received (including any Released Indebtedness) consists by the Company or such Subsidiary, as the case may be, from such Asset Sale shall be in the form of (1) cash, Temporary cash or Cash Investments or Released Indebtedness Equivalents and is received at the time of such disposition and (2iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof (A) to prepay any Senior Debt or Indebtedness of any Person which is either repaid Subsidiary of the Company, (B) to make an investment in cash or sold for cash within 90 days properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties or assets that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (for purposes "Replacement Assets") or (C) a combination of calculating prepayment and investment permitted by the amount foregoing clauses (iii)(A) and (iii)(B). On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and Subsidiary determines not to the extent that apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such 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 thereon, if any, to the date of purchase. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to this paragraph). Notwithstanding the immediately preceding paragraph, the Company and its Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraph to the extent (i) at least 80% of the consideration for such Asset Sale constitutes Replacement Assets and the remainder in cash or Cash Equivalents and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries from one or more in connection with any Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest Sale permitted to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company be consummated under this paragraph shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date constitute Net Cash Proceeds so received exceed 10% subject to the provisions of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated the immediately preceding paragraph. Notwithstanding the second immediately preceding paragraph, in the event that any other Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant that ranks pari passu with the Notes (the "Other Debt") requires an offer to Section 4.07 or Indebtedness purchase to be made to repurchase such Other Debt upon the consummation of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business ofAsset Sale, the Company and its Restricted Subsidiaries existing on may apply the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds Offer Amount otherwise required to be applied (or to be committed a Net Proceeds Offer to be applied) during offer to purchase such twelve-month period Other Debt so long as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Net Proceeds Offer Amount applied to purchase the Notes is not theretofore subject less than the Note Portion of Net Proceeds. With respect to an any Net Proceeds Offer to Purchase pursuant to this Section 4.11 totals at least $5 millionAmount, the Company must commence, not later than shall make the fifteenth Business Day of such month, Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and consummate an the Net Proceeds Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to in respect thereof shall be the Excess Proceeds on such date, at a same as the purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase date in respect thereof pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to PurchaseOther Debt.

Limitation on Asset Sales. The Company will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless unless: (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 sold or otherwise disposed of; (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 85% of the consideration received (including any Released Indebtedness) consists of (1) cashapply, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more relating to such Asset Sales occurring on or Sale within 365 days after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets receipt thereof either (A) apply to repay any Indebtedness under the Credit Agreement and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to acquire Replacement Assets, or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). On the 366th day after an amount equal to Asset Sale or such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness earlier date, if any, as the Board of Directors of the Company or any of such Restricted Subsidiary providing a Subsidiary Guarantee pursuant determines not to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than apply the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (relating to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period Asset Sale as set forth in clause clauses (iiii)(A), (iii)(B) and (iii)(C) of the preceding sentence and not applied as so required by the end of paragraph (each, a "Net Proceeds Offer Trigger Date"), such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Net Cash ------------------------------- Proceeds which have not theretofore subject been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the preceding paragraph (each a "Net Proceeds Offer Amount") shall be applied by the ------------------------- Company to make an offer to purchase (the "Net Proceeds Offer") on a date (the ------------------ "Net Proceeds Offer to Purchase pursuant to this Section 4.11 totals at least $5 millionPayment Date") not less than 30 nor more than 60 days ------------------------------- following the applicable Net Proceeds Offer Trigger Date, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the all Holders on a pro rata basis an aggregate basis, that principal amount of Notes on the relevant Payment Date Securities equal to the Excess Net Proceeds on such date, --- ---- Offer Amount at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment DateSecurities to be purchased, plus accrued interest (and unpaid interest, if any) , thereon to the Payment Datedate of purchase; provided, however, that if at any time any non-cash consideration -------- ------- received by the Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration) or Cash Equivalents, 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 4.12. Upon The Company may defer the consummation Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of an $20.0 million resulting from one or more Asset Sales or deemed Asset Sales (at which time, the entire unutilized Net Proceeds Offer to Purchase Amount, and not just the amount in excess of $20.0 million, shall be applied as required pursuant to this paragraph). The first such date the aggregate unutilized Net Proceeds Offer Amount is equal to or in excess of $20.0 million shall be treated for this purpose as the Net Proceeds Offer Trigger Date. In the event of the transfer of substantially all (but not all) of the property and assets of the Company and the Restricted Subsidiaries after the Issue Date as an entirety to a Person in a transaction permitted under Section 4.11 5.01, the amount successor corporation shall be deemed to have sold the properties and assets of Excess Proceeds the Company and the Restricted Subsidiaries not so transferred for purposes of this Section 4.12, and shall comply with the provisions of this Section 4.12 with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or the Restricted Subsidiaries deemed to be sold shall be deemed to be equal Net Cash Proceeds for purposes of this Section 4.12. Each Net Proceeds Offer will be mailed or caused to zerobe mailed, plus by first class mail, by the amount Company within 30 days following the Net Proceeds Offer Trigger Date to all record Holders as shown on the register of any Excess Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Net Proceeds not theretofore subject to an Offer to Purchase.and shall state the following terms:

Limitation on Asset Sales. (a) The Company will notshall not engage in, and will shall not permit any Restricted Subsidiary toto engage in, consummate any Asset Sale unless (i) except in the consideration received by case of an Asset Sale resulting from the requisition of title to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss, the Company or such Restricted Subsidiary (including any Released Indebtedness) is Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or disposed of and Property; (ii) at least 8575% of the such consideration received (including any Released Indebtedness) consists of Cash Proceeds (1) cash, Temporary Cash Investments or Released Indebtedness and (2) the assumption of Indebtedness of any Person which is either repaid in cash the Company or sold for cash within 90 days such Subsidiary relating to the Capital Stock or Property or asset that was the subject of such Asset Sale (for purposes and the unconditional release of calculating the amount of Company or such Subsidiary from such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of ); (iii) after giving effect to such Asset Sale, or its fair market valuethe total non-cash consideration held by the Company from all such Asset Sales does not exceed $10,000,000; and (iv) the Company delivers to the Trustee an Officers' Certificate certifying that such Asset Sale complies with clauses (i), in all other cases(ii) and (iii). In The Company or such Subsidiary, as the event and case may be, may apply the Net Available Proceeds from each Asset Sale (x) to the extent acquisition of one or more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a permanent reduction of availability in the case of revolving credit borrowings); provided that such acquisition or such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale; provided, further, that any such Net Cash Available Proceeds received by that are applied to the acquisition of Replacement Assets pursuant to any binding agreement to construct any new marine vessel useful in the business of the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any shall be deemed to have been applied for such purpose within such 365-day period of 12 consecutive so long as they are so applied within 18 months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the effective date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other agreement but no later than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months two years after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date receipt of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Available Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (ia) the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (iias determined in good faith by the Board of Directors of the Company), (b) at least 8575% of the consideration received (including by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be cash or Cash Equivalents and is received at the time of such disposition; provided, however, that this condition shall not apply to a transaction whereby the Company or any Released Indebtedness) consists Restricted Subsidiary effects an Asset Sale by the exchange of assets or property for Productive Assets or to the sale or other disposition of all or any portion of the Company's East Mill assets located in Antioch, California, provided, further, that the amount of (1A) cash, Temporary Cash Investments any liabilities of the Company or Released Indebtedness any Restricted Subsidiary (other than liabilities that are by their terms subordinated in right of payment to the Notes) that are assumed by the transferee of any such assets shall be deemed to be cash for purposes of this provision and (2B) Indebtedness any notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are immediately converted by the Company or such Restricted Subsidiary into cash (to the extent of any Person which is either repaid in the cash received) shall be deemed to be cash for purposes of this provision, and (c) the Company shall (i) apply, or sold for cash cause such Restricted Subsidiary to apply, such Net Cash Proceeds of such Asset Sale within 90 270 days of the consummation of such Asset Sale (for purposes A) to prepay indebtedness ranking pari passu with the Notes, senior indebtedness of calculating a Subsidiary Guarantor or debt of a Restricted Subsidiary that is not a Subsidiary Guarantor or, in the case of any debt under a revolving credit facility, effect a reduction in the committed availability under any such revolving credit facility or (B) to make an offer to purchase the Notes and, to the extent required by the documentation governing such indebtedness and on a pro rata basis, indebtedness ranking pari passu with the Notes, at a price equal to 100% of the principal amount of the Notes plus accrued interest thereon to the date of purchase pursuant to an offer to purchase made by the Company as set forth below (a "Net Proceeds Offer"), or (ii)(A) commit, or cause such Indebtedness, Restricted Subsidiary to commit (such Indebtedness shall commitments to include amounts anticipated to be valued at its principal amount, if it matures expended pursuant to the Company's capital investment plan (x) as adopted by the Board of Directors of the Company and (y) evidenced by the filing of an Officers' Certificate with the Trustee stating that the total amount of the Net Cash Proceeds of such Asset Sale is less than the aggregate amount contemplated to be expended pursuant to such capital investment plan within 180 24 months of the consummation of such Asset Sale) within 270 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that apply the Net Cash Proceeds of such Asset Sale to reinvest in Productive Assets and (B) apply, or cause such Restricted Subsidiary to apply, pursuant to such commitment (which includes amounts actually expended under the capital investment plan authorized by the Board of Directors of the Company), such Net Cash Proceeds of such Asset Sale within 24 months of the consummation of such Asset Sale; provided that if any commitment under this clause (ii) is terminated or rescinded after the 225th day after the consummation of such Asset Sale, the Company or such Restricted Subsidiary, as the case may be, shall have 45 days after such termination or rescission to (1) apply such Net Cash Proceeds pursuant to clause (c)(i) above (a "Reapplication Determination") or (2) to commit, or cause such Restricted Subsidiary to commit, to apply the Net Cash Proceeds of such Asset Sale to reinvest in Productive Assets; provided that in any such case, such proceeds must be applied pursuant to clause (c)(i) or such commitment, as the case may be, no later than 24 months after the consummation of such Asset Sale or (iii) any combination of the foregoing; provided, further, that if at any time any non-cash consideration received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as Subsidiary of the date closest to Company, as the commencement case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17)cash, then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated thereof shall be applied in accordance with clause (c) above; and provided, further, that the Company may defer making a Net Tangible Assets (A) apply an amount equal to such excess Proceeds Offer until the aggregate Net Cash Proceeds from Asset Sales to permanently repay unsubordinated Indebtedness be applied equals or exceeds $10 million. Pending the final application of any such Net Cash Proceeds the Company or any such Restricted Subsidiary providing may temporarily reduce Indebtedness under a Subsidiary Guarantee pursuant revolving credit facility, if any. Each Net Proceeds Offer will be mailed to Section 4.07 or Indebtedness the record Holders as shown on the register of any other Restricted Subsidiary, in each case owing to a Person other than Holders within 270 days following the consummation of the Asset Sale that requires the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) make a Net Proceeds Offer (or enter into within 30 days after a definitive agreement committing Reapplication Determination, if applicable), with a copy to so invest within twelve months after the Trustee, will specify the purchase date (which will be no earlier than 30 days nor later than 45 days from the date of such agreement), in property or assets (other than current assetsnotice is mailed) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to shall comply with the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as procedures set forth in clause (i) this Indenture. Upon receiving notice of the preceding sentence and not applied as so required by Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, extent Holders properly tender Notes in an amount exceeding the aggregate amount of Excess the Net Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 millionOffer, the Company must commence, not later than the fifteenth Business Day Notes of such month, and consummate an Offer to Purchase from the tendering Holders will be repurchased on a pro rata basis an (based upon the principal amount tendered). To the extent that the aggregate principal amount of Notes on tendered pursuant to a Net Proceeds Offer is less than the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal aggregate amount of the Notes on Net Proceeds Offer, the relevant Payment Date, plus accrued interest (if any) to the Payment DateCompany may use such excess Net Proceeds Offer amount for general corporate purposes or for any other purpose not prohibited by this Indenture. Upon the consummation completion of an Offer to Purchase pursuant to this Section 4.11 any such Net Proceeds Offer, the amount of Excess the Net Proceeds Offer shall be deemed reset at zero. A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. The notice shall contain all instructions and materials necessary to be equal enable such Holders to zero, plus tender Notes pursuant to the amount of any Excess Net Proceeds not theretofore subject to an Offer to Purchase.and shall state the following terms:

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale Sale, unless (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value of the assets sold or disposed of, as determined in good faith by the Board of Directors, and (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists of (1) cash, cash or Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases)Investments. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Effective Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries Subsidiaries has been filed with the Commission pursuant to Section 4.174.18), then the Company shall or shall cause the relevant Restricted Subsidiary to (iii) within twelve six months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve six months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve6-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve6-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." Notwithstanding the foregoing, to the extent that any or all of the Net Cash Proceeds of any Asset Sale of assets based outside the United States are prohibited or delayed by applicable local law from being repatriated to the United States and such Net Cash Proceeds are not actually applied in accordance with the foregoing paragraphs, the Company shall not be required to apply the portion of such Net Cash Proceeds so affected but may permit the applicable Restricted Subsidiaries to retain such portion of the Net Cash Proceeds so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Company hereby agreeing to cause the applicable Restricted Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation) and once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be applied in the manner set forth in this covenant as if the Asset Sale had occurred on such date; provided that to the extent that the Company has determined in good faith that repatriation of any or all of the Net Cash Proceeds of such Asset Sale would have a material adverse tax cost consequence, the Net Cash Proceeds so affective may be retained by the applicable Restricted Subsidiary for so long as such material adverse tax cost event would continue. If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 10 million, the Company must shall commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment DateNotes, plus plus, in each case, accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. The Company will shall not, and will shall not permit any Restricted Subsidiary to, consummate any Asset Sale Sale, unless (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is receives consideration at least equal to the fair market value Fair Market Value of the assets sold or disposed of and (ii) at least 8575% of the consideration (excluding contingent liabilities assumed by the transferee of such assets) received (including any Released Indebtedness) consists of (1) cash, cash or Temporary Cash Investments or Released Indebtedness and (2) the assumption of Senior Indebtedness of any Person which the Company or a Subsidiary Guarantor, provided that the Company or such Restricted Subsidiary is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of irrevocably released from all liability under such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries receive the Net Cash Proceeds from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17)Sales, then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated (which is accompanied by a corresponding permanent commitment reduction) Senior Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries Guarantor or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve12-month period referred to in clause (i)) above such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.114.14. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 4.14 totals at least $5 million5,000,000, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from to the Holders on a pro rata basis of the Notes and, to the extent required by the terms of any Pari Passu Indebtedness, an aggregate Offer to Purchase to all holders of such Pari Passu Indebtedness, the maximum principal amount of Notes on the relevant Payment Date equal to and any such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds on such dateProceeds, at a purchase an offer price equal to 101100% of the principal amount of the Notes on the relevant Payment Datethereof, plus plus, in each case, accrued and unpaid interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.and Additional Interest,

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the Company's Board of Directors); (ii) at least 8580% of the consideration received (including any Released Indebtedness) consists by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be cash or Cash Equivalents and is received at the time of (1) cash, Temporary Cash Investments or Released Indebtedness such disposition; and (2iii) 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 either (A) to prepay any Senior Indebtedness and, in the case of any Person which is either repaid Senior Indebtedness under any revolving credit facility, effect a permanent reduction in cash or sold for cash within 90 days the availability under such revolving credit facility, (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and the Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (for purposes "Replacement Assets"), or (C) a combination of calculating prepayment and investment permitted by the amount foregoing clauses (iii)(A) and (iii)(B). On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and Restricted Subsidiary determines not to the extent that apply the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal relating to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period Asset Sale as set forth in clause (iiii)(A), (iii)(B) or (iii)(C) of the next preceding sentence and not applied as so required by the end of (each, a "Net Proceeds Offer Trigger Date"), such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Net Cash Proceeds which have not theretofore subject to an been applied on or before such Net Proceeds Offer to Purchase pursuant to this Section 4.11 totals at least $5 millionTrigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company must commenceor 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, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the all Holders on a pro rata basis an aggregate principal that amount of Notes on the relevant Payment Date equal to the Excess Net Proceeds on such date, Offer Amount at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment Dateto be purchased, plus accrued and unpaid interest (thereon, if any) , to the Payment Datedate of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. Upon Notwithstanding the consummation foregoing, the Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of an $2.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amounts in excess of $2.0 million shall be applied as required by the preceding paragraph). The first date the aggregate of all such deferred Net Proceeds Offer Amounts is equal to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds $2.0 million or more shall be deemed to be equal a "Net Proceeds Offer Trigger Date". In the event of the transfer of substantially all (but not all) of the property and assets of the Company and the Restricted Subsidiaries as an entirety to zeroa Person in a transaction permitted 42 49 under Section 5.01, plus the successor corporation shall be deemed to have sold the properties and assets of the Company and the Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or the Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any Excess Proceeds securities laws or regulations conflict with the "Asset Sale" provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not theretofore subject be deemed to an Offer to Purchasehave breached its obligations under this Section 4.15 by virtue thereof.

Limitation on Asset Sales. (a) Notwithstanding anything contained herein, this Section 4.15 shall not apply to Real Estate Asset Sales or Net Cash Proceeds therefrom. The Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by management of the Company or, if such Asset Sale or a series of related Asset Sale involves consideration in excess of $500,000, by the Board of Directors, as evidenced by a Board Resolution), (ii) at least 85% of the consideration (other than Indebtedness assumed in such Asset Sale which is (A) Indebtedness that is non-recourse to the Company and its Subsidiaries after such Asset Sale or (B) subordinate or junior to the Securities, non-recourse to the Company and its Subsidiaries after such Asset Sale and assumed in accordance with Section 4.03 hereof) received (including any Released Indebtedness) consists by the Company or the Subsidiary, as the case may be, from such Asset Sale shall be cash or Cash Equivalents and is received at the time of (1) cash, Temporary Cash Investments or Released Indebtedness such disposition; and (2iii) Indebtedness upon the consummation of any Person which is either repaid in cash an Asset Sale, the Company shall commit, or sold for cash within 90 days cause such Subsidiary to commit, to apply the Net Cash Proceeds of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Salereceipt thereof, and shall apply, or its fair market valuecause such Subsidiary to apply, such Net Cash Proceeds within 180 days of receipt thereof either (A) to repay any Permitted Indebtedness, as defined in all other cases). In clauses (ii) and (xi) of the event definition thereof (and to the extent such Indebtedness relates to a revolving credit or similar facility (“Revolving Debt”) a corresponding reduction in the commitments thereunder; provided, however, that the (i) up to an aggregate of $20 million of Net Cash Proceeds of Asset Sales may be applied to the repayment of Revolving Debt without a corresponding reduction in the commitments thereunder, (B) to reinvest in Productive Assets, or (C) to purchase Securities tendered to the Company for purchase at a price equal to the then effective optional redemption price thereof, as set forth in Paragraph 5 of the Securities, plus accrued interest thereon to the date of purchase pursuant to an offer to purchase made by the Company as set forth below (a “Net Proceeds Offer”); provided, however, that if at any time any non-cash consideration received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as Subsidiary of the date closest to Company, as the commencement case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17)cash, then the Company shall such conversion or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be equal applied in accordance with clause (iii) above; and provided, further, that the Company may defer making a Net Proceeds Offer until the aggregate Net Cash Proceeds from Asset Sales to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchasebe applied equals or exceeds $5.0 million.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the Company's Board of Directors), (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists of (1) cashby the Company or the Restricted Subsidiary, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of as the case may be, from such Asset Sale (for purposes of calculating shall be cash or Cash Equivalents; PROVIDED that the amount of (a) any liabilities (as shown on the Company's or such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days Restricted Subsidiary's most recent balance sheet) of the consummation of Company or any such Asset Sale, or its fair market value, in all Restricted Subsidiary (other cases). In the event and than liabilities that are by their terms subordinated to the extent Notes) that are assumed by the Net Cash Proceeds transferee of any such assets, and (b) any notes or other obligations received by the Company or any of its such Restricted Subsidiaries Subsidiary from one such transferee that are immediately converted by the Company or more Asset Sales occurring on or after such Restricted Subsidiary into cash (to the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as extent of the date closest cash received), shall be deemed to be cash for the commencement purposes of such 12-month period this provision or for which a consolidated balance sheet purposes of the Company third paragraph of this covenant, and its subsidiaries has been filed pursuant to Section 4.17)(iii) upon the consummation of an Asset Sale, then the Company shall apply, or shall cause the relevant such Restricted Subsidiary to (i) within twelve months after apply, the date Net Cash Proceeds so received exceed 10% relating to such Asset Sale within 365 days of Adjusted Consolidated Net Tangible Assets receipt thereof either (A) apply an amount equal to prepay any Senior Debt or any Guarantor Senior Debt and, in the case of any Senior Debt or Guarantor Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such excess revolving credit facility, (B) to reinvest in Productive Assets, or (C) a combination of prepayment, repurchase and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds to permanently repay unsubordinated Indebtedness in Cash Equivalents. On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or any of such Restricted Subsidiary providing a Subsidiary Guarantee pursuant determines not to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than apply the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (relating to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period Asset Sale as set forth in clause clauses (iiii)(A), (iii)(B) or (iii)(C) of the next preceding sentence and not applied as so required by the end of (each, a "NET PROCEEDS OFFER TRIGGER DATE"), such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Net Cash Proceeds which have not theretofore subject to an been applied on or before such Net Proceeds Offer to Purchase pursuant to this Section 4.11 totals at least $5 millionTrigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "NET PROCEEDS OFFER AMOUNT") shall be applied by the Company must commenceor 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, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the all Holders on a pro rata basis an aggregate principal that amount of Notes on the relevant Payment Date equal to the Excess Net Proceeds on such date, Offer Amount at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment Dateto be purchased, plus accrued and unpaid interest (thereon, if any) , 45 to the Payment Datedate of purchase; PROVIDED, HOWEVER, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. Upon Notwithstanding the consummation foregoing, if a Net Proceeds Offer Amount is less than $10.0 million, the application of an the Net Cash Proceeds constituting such Net Proceeds Offer Amount to Purchase pursuant to this Section 4.11 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 Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by the Company and its Restricted Subsidiaries aggregates at least $10.0 million, at which time the Company or such Restricted Subsidiary 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 $10.0 million or more shall be deemed to be equal a "NET PROCEEDS OFFER TRIGGER DATE"). Each Net Proceeds Offer will be mailed to zerothe record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, plus with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. To the extent that the aggregate amount of Notes tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use any Excess remaining Net Proceeds not theretofore subject to an Offer to PurchaseAmount for general corporate purposes. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale Sale, unless (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 85% of the consideration received (including any Released Indebtedness) consists of (1) cash, cash or Temporary Cash Investments or Released Indebtedness and Investments; provided, however, that clause (2ii) Indebtedness shall not apply to long-term assignments of any Person which is either repaid capacity in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases)a network. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company 48 and its subsidiaries Subsidiaries has been filed pursuant to Section 4.17prepared), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Senior Indebtedness of the Company, Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 ranking pari passu with the Securities or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the twelve12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.114.12. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 4.12 totals at least $5 5.0 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date Securities equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on Securities plus the relevant Payment DateAccumulated Interest Amount, plus plus, in each case, other accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. The Company will shall not, and will shall not permit any Restricted Subsidiary to, consummate make any Asset Sale unless (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or disposed subject to such Asset Sale as determined in good faith by the Board of and Directors, (ii) at least 8580% of the consideration received (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes other than consideration consisting of calculating assets that will be used in the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days business of the consummation Company or its Subsidiaries) is in the form of Permitted Proceeds, and (iii) within 12 months of such Asset Sale, or its fair market value, the Net Proceeds thereof are (a) invested in all other cases). In the event and assets related to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness business of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries as conducted on the Closing Date, (b) applied to repay Indebtedness under Purchase Money Obligations incurred in connection with the asset so sold or (Bc) invest to the extent not used as provided in clauses (a) or (b), applied to make an equal amountoffer to purchase Notes as described below (an "Excess Proceeds Offer"), or provided, however, that if the amount of Net Proceeds from any Asset Sale not so applied invested pursuant to clause (Aa) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other above is less than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of$5.0 million, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred shall not be required to in clause (i)) such excess Net Cash Proceeds (to the extent not applied repay indebtedness pursuant to clause (ib) or to make an offer pursuant to clause (c)) as provided . Pending application of such Net Proceeds in accordance with the following paragraph provisions of this Section 4.114.10, the Net Proceeds of an Asset Sale may be applied to reduce amounts outstanding under the Revolving Credit Facility, subject to relending in accordance with the terms thereof. The amount of such excess Net Cash Proceeds required to be not invested or applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence clauses (a) and not applied as so required by the end of such period shall constitute (b) constitutes "Excess Proceeds." IfIf the Company elects, as of the first day of any calendar month, the aggregate amount of or becomes obligated to make an Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 millionOffer, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer shall offer to Purchase from the Holders on a pro rata basis purchase Notes having an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date(the "Purchase Amount"), at a purchase price equal to 101100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date. The Company must commence such Excess Proceeds Offer not later than 60 days after the expiration of the 12-month period following the Asset Sale that produced Excess Proceeds. If the aggregate purchase price for the Notes tendered pursuant to the Excess Proceeds Offer is less than the Excess Proceeds, the Company and its Subsidiaries may use the portion of the Excess Proceeds remaining after payment of such purchase price for general corporate purposes. The Excess Proceeds Offer shall remain open for a period of 20 Business Days and no longer, unless a longer period is required by law (the "Excess Proceeds Offer Period"). Promptly after the termination of the Excess Proceeds Offer Period (the "Excess Proceeds Payment Date"), the Company shall purchase and mail or deliver payment for the Purchase Amount for the Notes or portions thereof tendered, pro rata or by such other method as may be required by law, or, if less than the Purchase Amount has been tendered, all Notes tendered pursuant to the Excess Proceeds Offer. The principal amount of Notes to be purchased pursuant to an Excess Proceeds Offer may be reduced by the principal amount of Notes acquired by the Company through purchase or redemption (other than pursuant to a Change of Control Offer) subsequent to the date of the Asset Sale and surrendered to the Trustee for cancellation. The Excess Proceeds Offer shall be conducted in compliance with all applicable laws, including (without limitation), Regulation 14E of the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. The Company shall not, and shall not permit any of its Subsidiaries to, create or suffer to exist or become effective any restriction that would impair the ability of the Company to make an Excess Proceeds Offer upon an Asset Sale or, if such Excess Proceeds Offer is made, to pay for the Notes on tendered for purchase. The Company shall, no later than 30 days following the relevant Payment Dateexpiration of the 12-month period following the Asset Sale that produced Excess Proceeds, plus accrued interest (if any) commence the Excess Proceeds Offer by mailing to the Payment Date. Upon Trustee and each Holder, at such Holder's last registered address, a notice, which shall govern the consummation terms of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds Offer, and shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.state:

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the Company's Board of Directors), (ii) at least 8590% of the consideration received (including any Released Indebtedness) consists of (1) cashby the Company or the Restricted Subsidiary, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of as the case may be, from such Asset Sale (for purposes shall be in the form of calculating cash or Cash Equivalents and is received at the amount time of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of disposition; and (iii) upon the consummation of such an Asset Sale, the Company shall apply, or its fair market valuecause such Restricted Subsidiary to apply, in all other cases). In the event and to the extent that the Net Cash Proceeds received relating to such Asset Sale within 270 days of receipt thereof either (A) to prepay any Indebtedness incurred pursuant to clause (ii) of the definition of "Permitted Indebtedness" and effect a permanent reduction thereunder, (B) to prepay any Senior Indebtedness and effect a permanent reduction thereunder, (C) to make an investment in Replacement Assets or (D) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A), (iii)(B) and (iii)(C). On the 271st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines, as the case may be, not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B), (iii)(C) and (iii)(D) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B), (iii)(C) and (iii)(D) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to make an offer to purchase (ithe "Net Proceeds Offer") within twelve months after on a date (the date "Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted SubsidiaryOffer Trigger Date, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the all Holders on a pro rata basis an aggregate principal basis, that amount of Notes on the relevant Payment Date Securities equal to the Excess Net Proceeds on such date, Offer Amount at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment DateSecurities to be purchased, plus accrued and unpaid interest (thereon, if any) , to the Payment Date. Upon date of repurchase; provided, however, that the consummation Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of an $5 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer to Purchase Amount, and not just the amount in excess of $5 million, shall be applied as required pursuant to this Section 4.11 paragraph). If at any time any non-cash consideration received by the amount Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of Excess Proceeds for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchaseapplied in accordance with this covenant.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale Sale, unless (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists of (1) cash, cash or Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases)Investments. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries Subsidiaries has been filed with the Commission pursuant to Section 4.174.18 hereof), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets Assets, (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 hereof or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve 12 months after the date of such agreement), either in property or assets (other than current assets) of a nature or type or that are used in a business (business, or in a company having property and assets of a nature or type, or engaged in a business) , in either case similar or related to the nature or type of the property and assets of, or the business of, the Company and or any of its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the twelve12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 10 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus plus, in each case, accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale Sale, unless (ia) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value of the assets sold or disposed of of, and (iib) at least 8575% of the consideration received (including any amount of Released Indebtedness) consists of (1) cash, cash or Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases)investments. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries Subsidiaries has been filed pursuant with the Commission or provided to Section 4.17the Trustee), then the Company shall or shall cause the relevant Restricted Subsidiary to to: (ia) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets Assets, (Ai) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its the Restricted Subsidiaries Subsidiaries, or (Bii) invest an equal amount, or the amount not so applied pursuant to clause subclause (Ai) of this paragraph (or enter into a definitive agreement committing to so invest within twelve 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment Replacement Assets; and (iib) apply (no later than the end of the twelve12-month period referred to in clause (i)a) of this paragraph) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)a) of this paragraph) as provided in the following paragraph of this Section 4.111016. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve12-month period as set forth in clause (ia) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 1016 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and, if required by the terms of any Indebtedness that is pari passu with the Securities ("Pari Passu Indebtedness"), from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date Securities (and Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a purchase price equal to 101100% of the their principal amount of the Notes on the relevant Payment Dateamount, plus plus, in each case, accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. The Company GST will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale Sale, unless (i) the consideration received by the Company GST or such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 85% of the consideration received (including any Released Indebtedness) consists of (1) cash, cash or Temporary Cash Investments or Released Indebtedness and Investments; PROVIDED, HOWEVER, that clause (2ii) Indebtedness shall not apply to long-term assignments of any Person which is either repaid capacity in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases)a network. In the event and to the extent that the Net Cash Proceeds received by the Company GST or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company GST and its subsidiaries Subsidiaries has been filed pursuant to Section 4.17prepared), then the Company GST shall or shall cause the relevant Restricted Subsidiary to (i) within twelve 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company GST or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 GST USA or Indebtedness of any Restricted Subsidiary (other Restricted Subsidiarythan GST USA), in each case owing to a Person other than the Company GST or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company GST and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors of GST, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the twelve12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.114.12. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 4.12 totals at least $5 5.0 million, the Company Issuer must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount Accreted Value of Notes on the relevant Payment Date Securities equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount Accreted Value of the Notes Securities on the relevant Payment Date, plus plus, in each case, accrued interest (if any) to the such Payment Date. Upon The Company will not, and will not permit any Subsidiary to, consummate any Asset Sale except as permitted under the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to PurchasePledge Agreement.

Limitation on Asset Sales. The Company Lessee will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) Lessee or the applicable Restricted Subsidiary, as the case may be, receives consideration received by at the Company or time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by Lessee's Board of Directors) and (ii) at least 8575% of the consideration received by Lessee or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that (including A) the amount of any Released Indebtednessliabilities of Lessee or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to Lessee's rental payment obligations under the Lease Agreement) consists that are assumed by the transferee of (1) cash, Temporary Cash Investments or Released Indebtedness any such assets and (2B) Indebtedness the fair market value of any Person which is either repaid marketable securities received by Lessee or any such Restricted Subsidiary in exchange for any such assets that are promptly converted into cash shall be deemed to be cash for purposes of this provision; and provided, further, that in no event shall the aggregate fair market value at the time of receipt of consideration received by Lessee in a form other than cash or sold for cash Cash Equivalents exceed 15% of Lessee's Consolidated Total Assets. In the event of an Asset Sale, Lessee shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 90 720 days of receipt thereof either (A) to repay or prepay any indebtedness under the Credit Agreement, and effect a permanent reduction thereof, (B) to make an investment in either (x) properties and assets that replace the properties and assets that were the subject of such Asset Sale or (for purposes y) properties or assets that will be used in the business of calculating Lessee and its Restricted Subsidiaries as existing on the Issue Date or in businesses similar or reasonably related thereto or in the capital stock of any entity a majority of whose assets consists of the properties or assets described under (x) or (y) ("Replacement Assets"), or (C) to a combination of prepayment and investment permitted by the immediately foregoing clauses (A) and (B). After the day on which the aggregate amount of Net Cash Proceeds which have not been applied as permitted in the immediately foregoing clauses (A), (B) and (C) of the next preceding sentence (a "Net Proceeds Offer Amount") exceeds $15,000,000 (the "Net Proceeds Offer Trigger Date"), Lessee shall make an offer to apply such Net Cash Proceeds to purchase Equipment from Lessor at the Acquisition Cost thereof; provided, Lessee shall have the option of applying a portion of the Net Proceeds Offer Amount to the repurchase of any Indebtedness not subordinated to its rental payment obligations under the Lease Agreement, pro rata based on the amount of Tranche A Notes, the Tranche B Loans and the Equity Contributions outstanding on the one hand, and the amount of such other Indebtedness outstanding on the other hand. The purchase price for such other Indebtedness will not exceed 100% of the principal amount thereof, plus accrued and unpaid interest thereon. If Lessee elects to so repay such other Indebtedness, the amount of Equipment purchased by it will be reduced by the amount of such other Indebtedness so repurchased. If at any time any non-cash consideration received by Lessee or any Restricted Subsidiary of Lessee, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be valued at its principal amount, if it matures within 180 days of deemed to constitute an Asset Sale and the consummation of such Asset Sale, or its fair market value, Net Cash Proceeds thereof shall be applied in all other cases)accordance with this covenant. In the event and to To the extent that the aggregate principal amount of the Tranche A Notes, the Tranche B Loans and the Equity Contributions repurchased is less than the Net Cash Proceeds Offer Amount, Lessee and its Restricted Subsidiaries may use such deficiency for general corporate purposes. Upon completion of such Net Proceeds Offer, the Net Proceeds Offer Amount will be reset to zero. Notwithstanding the two (2) immediately preceding paragraphs, Lessee and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with the foregoing paragraphs to the extent (i) at least 80% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Company Lessee or any of its Restricted Subsidiaries from one or more in connection with any Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest Sale permitted to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company be consummated under this paragraph shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date constitute Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal subject to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness the provisions of the Company preceding paragraph. If at any time any non-cash consideration received by Lessee or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted SubsidiaryLessee, as the case may be, in each case owing to a Person other than the Company connection with any Asset Sale is converted into or any sold or otherwise disposed of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets for cash (other than current assets) interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. To the extent that the aggregate principal amount of a nature or type or that are used in a business (or in a company having property and assets of a nature or typeTranche A Notes, or engaged in a business) similar or related tendered pursuant to such Net Proceeds Offer is less than the net Proceeds Offer Amount allocable to the nature or type of the property and assets ofTranche A Notes, or the business of, the Company Lessee and its Restricted Subsidiaries existing on the date of may use such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceedsdeficiency for general corporate purposes." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the Company's Board of Directors), (ii) at least 8575% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; provided, however, that the amount of (A) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or the notes thereto) of the Company or any Restricted Subsidiary that are assumed by the transferee in such Asset Sale and from which the Company or such Restricted Subsidiary is released and (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 or Cash Equivalents (to the extent of the cash or Cash Equivalents received) shall be deemed to be cash for the purposes of this Section 4.15; 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 360 days of receipt thereof either (A) to repay any Indebtedness ranking at least pari passu with the Notes (including any Released Indebtednessamounts under Bank Credit Facilities), (B) consists of (1) cash, Temporary Cash Investments or Released Indebtedness to make an investment in properties and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that shall be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (for purposes "Replacement Assets"), or (C) a combination of calculating prepayment and investment permitted by the amount foregoing clauses (iii)(A) and (iii)(B). On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and Restricted Subsidiary determines not to the extent that apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), an amount equal to such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 45 nor more than 60 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 thereon, if any, to the date of purchase; provided, however, that if at any time any consideration other than cash or Cash Equivalents received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. A transfer of assets by the Company to a Wholly Owned Restricted Subsidiary or by a Restricted Subsidiary to the Company or to a Wholly Owned Restricted Subsidiary will not be deemed to be an Asset Sale. A transaction that is subject to and made in compliance with Section 5.01 shall not be subject to the application of this Section 4.15. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5,000,000 resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $5,000,000, shall be applied as required pursuant to this paragraph). Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries shall be permitted to consummate an Asset Sale without complying with such paragraph to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries from one or more in connection with any Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest Sale permitted to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company be consummated under this paragraph shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date constitute Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal subject to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness the provisions of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related two preceding paragraphs. Each Net Proceeds Offer shall be mailed to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing record Holders as shown on the date register of such investment and (ii) apply (no later than Holders within 30 days following the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (Offer Trigger Date, with a copy to the extent not applied pursuant to clause (i)) as provided in Trustee, and shall comply with the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as procedures set forth in clause (i) this Indenture. Upon receiving notice of the preceding sentence and not applied as so required by Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the end extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of such period tendering Holders shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders be purchased on a pro rata basis an aggregate principal amount (based on amounts tendered) unless otherwise required by law or any applicable exchange regulations. A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations or any applicable exchange regulations conflict with this Section 4.11 4.15, the amount of Excess Proceeds Company shall comply with the applicable securities laws and regulations and exchange regulations and shall not be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchasehave breached its obligations under this Section 4.15 by virtue thereof.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale unless (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists of (1) cash, cash or Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases)Investments. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has have been filed pursuant to Section 4.174.18), then the Company shall shall, or shall cause the relevant Restricted Subsidiary to to, (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets Assets, (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 4.06 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.114.10. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 4.10 totals at least $5 10 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment DateNotes, plus plus, in each case, accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the Company's Board of Directors), (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists of (1) cashby the Company or the Restricted Subsidiary, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of as the case may be, from such Asset Sale (for purposes of calculating shall be cash or Cash Equivalents; PROVIDED that the amount of (a) any liabilities (as shown on the Company's or such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days Restricted Subsidiary's most recent balance sheet) of the consummation of Company or any such Asset Sale, or its fair market value, in all Restricted Subsidiary (other cases). In the event and than liabilities that are by their terms subordinated to the extent Notes) that are assumed by the Net Cash Proceeds transferee of any such assets, and (b) any notes or other obligations received by the Company or any of its such Restricted Subsidiaries Subsidiary from one such transferee that are immediately converted by the Company or more Asset Sales occurring on or after such Restricted Subsidiary into cash (to the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as extent of the date closest cash received), shall be deemed to be cash for the commencement purposes of such 12-month period this provision or for which a consolidated balance sheet purposes of the Company third paragraph of this covenant, and its subsidiaries has been filed pursuant to Section 4.17)(iii) upon the consummation of an Asset Sale, then the Company shall apply, or shall cause the relevant such Restricted Subsidiary to (i) within twelve months after apply, the date Net Cash Proceeds so received exceed 10% relating to such Asset Sale within 365 days of Adjusted Consolidated Net Tangible Assets receipt thereof either (A) apply an amount equal to prepay any Senior Debt or any Guarantor Senior Debt and, in the case of any Senior Debt or Guarantor Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such excess revolving credit facility, (B) to reinvest in Productive Assets, or (C) a combination of prepayment, repurchase and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds to permanently repay unsubordinated Indebtedness in Cash Equivalents. On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or any of such Restricted Subsidiary providing a Subsidiary Guarantee pursuant determines not to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than apply the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (relating to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period Asset Sale as set forth in clause clauses (iiii)(A), (iii)(B) or (iii)(C) of the next preceding sentence and not applied as so required by the end of (each, a "NET PROCEEDS OFFER TRIGGER DATE"), such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Net Cash Proceeds which have not theretofore subject to an been applied on or before such Net Proceeds Offer to Purchase pursuant to this Section 4.11 totals at least $5 millionTrigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "NET PROCEEDS OFFER AMOUNT") shall be applied by the Company must commenceor 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, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the all Holders on a pro rata basis an aggregate principal that amount of Notes on the relevant Payment Date equal to the Excess Net Proceeds on such date, Offer Amount at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment Dateto be purchased, plus accrued and unpaid interest (thereon, if any) , to the Payment Datedate of purchase; PROVIDED, HOWEVER, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. Upon Notwithstanding the consummation foregoing, if a Net Proceeds Offer Amount is less than $10.0 million, the application of an the Net Cash Proceeds constituting such Net Proceeds Offer Amount to Purchase pursuant to this Section 4.11 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 Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by the Company and its Restricted Subsidiaries aggregates at least $10.0 million, at which time the Company or such Restricted Subsidiary 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 $10.0 million or more shall be deemed to be equal a "NET PROCEEDS OFFER TRIGGER DATE"). Each Net Proceeds Offer will be mailed to zerothe record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, plus with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. To the extent that the aggregate amount of Notes tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use any Excess remaining Net Proceeds not theretofore subject to an Offer to PurchaseAmount for general corporate purposes. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale Sale, unless (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 85% of the consideration received (including any Released Indebtedness) consists of (1) cash, cash or Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases)Investments. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Deemed Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-12- month period for which a consolidated balance sheet of the Company and its subsidiaries Subsidiaries has been filed pursuant to Section 4.17prepared), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve six months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 Company, or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve six months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the twelvesix-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.114.10. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelvesix-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 4.10 totals at least $5 million10,000,000, the Company must commence, not later than the fifteenth 15th Business Day after the first day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date Securities equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount Accumulated Amount of the Notes such Securities on the relevant Payment Datesuch date of purchase, plus accrued and unpaid interest (if any) on such Accumulated Amount to the Payment Date. Upon the consummation date of an purchase; provided, however, that no Offer to Purchase shall be required to be commenced with respect to the Securities until the Business Day following the payment date with respect to the Offer to Purchase March 1997 Senior Notes, March 1997 Equipment Notes and August 1997 Equipment Notes and need not be commenced if the Excess Proceeds remaining after application to the March 1997 Senior Notes, March 1997 Equipment Notes and August 1997 Equipment Notes purchased in such Offer to Purchase applicable thereto are less than $10,000,000; provided further, however, that no Securities may be purchased under this Section 4.10 unless the Company shall have purchased all March 1997 Senior Notes, March 1997 Equipment Notes and August 1997 Equipment Notes tendered pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to PurchasePurchase applicable thereto.

Limitation on Asset Sales. (a) The Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, consummate any an Asset Sale unless (i) the Company or the applicable Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors or if the Fair Market Value of such assets exceeds $20.0 million, the Company shall receive from an investment banking firm of national standing a written opinion in customary form as to the fairness, to the Company, of such Asset Sale) and (ii) at least 80% of the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value of Subsidiary, as the assets sold or disposed of and (ii) at least 85% of the consideration received (including any Released Indebtedness) consists of (1) cashcase may be, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of from such Asset Sale (for purposes of calculating shall be cash or Marketable Securities and is received at the amount time of such Indebtednessdisposition. Upon the consummation of an Asset Sale, the Company may apply, or cause such Indebtedness shall be valued at its principal amountSubsidiary to apply, if it matures the Net Cash Proceeds relating to such Asset Sale within 180 days of receipt thereof either (A) to prepay any Bank lndebtedness and, in the consummation case of any Bank Indebtedness under any revolving credit facility, to effect a permanent reduction in the availability under such revolving credit facility, (B) to reinvest in Wireless Cable Related Assets or (C) to a combination of prepayment and investment permitted by the foregoing clauses (A) and (B). On the 181st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Asset Sale, or its fair market value, in all other cases). In the event and Subsidiary determines not to the extent that apply the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal relating to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period Asset Sale as set forth in clause clauses (iA), (B) or (C) of the preceding sentence and not applied as so required by the end of (each, a "Net Proceeds Offer Trigger Date"), such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Net Cash Proceeds which have not theretofore subject to an been applied on or before such Net Proceeds Offer to Purchase pursuant to this Section 4.11 totals at least $5 millionTrigger Date as permitted in clauses (A), (B) or (C) of the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company must commenceto 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, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the all Holders on a pro rata basis an aggregate principal that amount of Notes on the relevant Payment Date equal to the Excess Net Proceeds on such date, Offer Amount at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment Dateto be purchased, plus accrued and unpaid interest (thereon, if any) , to the Payment Date. Upon date of purchase; provided, however, that if at any time any non-cash consideration received by the consummation Company or any Subsidiary of an Offer the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds 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 equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchaseapplied in accordance with this covenant.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the Company's Board of Directors), (ii) at least 8575% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; 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 180 days of receipt thereof either (A) to repay any Indebtedness secured by the assets involved in such Asset Sale together with a concomitant permanent reduction in the amount of such Indebtedness (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness a permanent reduction in the committed amounts therefor in the case of any Person revolving credit facility so repaid), (B) to repay any of the Company's 12 3/4% Senior Notes due 2001 which is either repaid were not exchanged for Notes on the Series A/B Issue Date (C) to make an investment in cash or sold for cash within 90 days properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Subsidiaries as existing on the Series A/B Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (D) a combination of repayment and investment permitted by the foregoing clauses (iii)(A), (iii)(B) and (iii)(C); provided, however, that the 75% limitation set forth in clause (ii) of this paragraph shall not apply to any proposed Asset Sale for which an independent certified accounting firm shall certify to the Board of Directors of the Company and the Trustee that the after-tax cash portion of the consideration to be received by the Company or such Restricted Subsidiary in such proposed Asset Sale is equal to or greater than what the net after-tax cash proceeds would have been had such proposed Asset Sale complied with the 75% limitation set forth in clause (ii) of this paragraph and provided, further, that for purposes of calculating this covenant, Cash Equivalents shall include any unsubordinated Indebtedness of the Company or any Restricted Subsidiary (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) that are assumed by the transferee and for which the Company or such Restricted Subsidiary is reasonably indemnified in connection with the relevant Asset Sale. On the 181st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B), (iii)(C) and (iii)(D) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B), (iii)(C) and (iii)(D) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") 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, from all Holders on a pro rata basis that amount of Notes (including Additional Series D Senior 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 thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5,000,000 resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of such Indebtedness$5,000,000, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other casesapplied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 of this Indenture, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 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 such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided that the Net Cash Proceeds any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries from one or more in connection with any Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest Sale permitted to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company be consummated under this paragraph shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date constitute Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal subject to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness the provisions of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the two preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceedsparagraphs." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. The (a) Neither the Company will not, and will not permit nor any Restricted Subsidiary to, shall consummate any Asset Sale (other than an Asset Sale in connection with a sale-leaseback transaction complying with Section 3.10) unless (i) the consideration received by the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale having a value (including the value of any Released Indebtednessnoncash consideration, as determined in good faith by the Board of Directors) is at least equal to the fair market value (as determined in good faith by the Board of Directors) of the shares or assets sold or disposed of and subject to such Asset Sale, (ii) at least 8580% of such consideration is in the consideration received form of cash (including any Released Indebtedness) consists of (1) cashincluding, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating this clause (ii), (A) the principal amount of such Indebtedness, such any Indebtedness shall be valued at its principal amount, if it matures within 180 days (as reflected on the Company's consolidated balance sheet) of the consummation Company or any Restricted Subsidiary for which the Company and its Restricted Subsidiaries will cease to be liable, directly or indirectly, as a result of such Asset Sale; and (B) securities that are promptly converted into cash) and (iii) 100% of the Net Cash Proceeds with respect to such Asset Sale are applied by the Company or such Restricted Subsidiary as set forth in the succeeding paragraph. Notwithstanding the foregoing, any Asset Sale constituting the sale of all or any portion of the retail business of the Company and its fair market value, Restricted Subsidiaries existing as of the date hereof that are not located in all other cases)Puerto Rico or Florida (including the sale of individual stores) need not comply with clause (a)(ii) of the preceding sentence. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries Subsidiary from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months (other than Asset Sales by the Company or another Restricted Subsidiary to the Company or another Restricted Subsidiary) exceed 1015% of Adjusted Consolidated Net Tangible Assets in any one fiscal year (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries Subsidiaries has been filed pursuant to Section 4.17prepared), then within 12 months following the date of such event, the Company shall or shall cause the relevant such Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) shall apply an amount equal to such excess Net Cash Proceeds (A) first, to permanently repay unsubordinated Indebtedness of the extent the Company or any Restricted such Subsidiary providing a Subsidiary Guarantee pursuant elects, to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or to enter into a definitive agreement committing so to so invest within twelve 12 months after the date of such agreement), ) in property or assets that (other than current assetsas determined in good faith by the Board of Directors) are of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or to the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and Asset Sale; (iiB) apply (no later than second, to the end extent of the twelve-month period referred to in clause (i)) balance of such excess Net Cash Proceeds after application in accordance with clause (A) and to the extent not applied pursuant the Company or such Restricted Subsidiary elects, to clause prepay, repay or purchase Securities or Indebtedness of any Restricted Subsidiary; provided that the Company or such Restricted Subsidiary shall repay such Indebtedness and cause the related loan commitment to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased and (iC) third, to the extent of the balance of such excess Net Cash Proceeds after application in accordance with clauses (A) and (B)) , to make an offer to purchase Securities as provided in the following paragraph of this Section 4.11set forth below. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve12-month period as set forth in clause (iA) or (B) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as ". To the extent the property that is the subject of the first day an Asset Sale consists of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $5 millionCollateral, the Company must commenceshall cause the Net Cash Proceeds thereof to be deposited with the Banks (or an agent or representative on their behalf) or, not later than in the fifteenth Business Day of such monthevent that the Bank Credit Agreement shall have been paid in full (and no commitments thereunder shall be outstanding), with the Trustee in the Collateral Account, and consummate an Offer shall maintain such deposit with the Banks (or such agent or representative), or with the Trustee in the Collateral Account, until such time as such Net Cash Proceeds shall be applied as provided above and, in that connection, the Trustee agrees to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal release any such Net Cash Proceeds (and, to the Excess Proceeds on extent required, to authorize the Banks, or any such dateagent or representative, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if anyrelease such Net Cash Proceeds) to the Payment Date. Upon the consummation Company upon delivery of an Offer Officers' Certificate to Purchase the Trustee stating that the Net Cash Proceeds to be released will be applied as provided above; provided that if any Net Cash Proceeds are reinvested in property or assets pursuant to this Section 4.11 clause (A) of the amount preceding paragraph, the Company shall ensure that any Capital Stock that is owned by the Company (whether previously owned by it or acquired by it as a result of Excess Proceeds such reinvestment) is pledged to the Trustee as Collateral under the Security Pledge and Intercreditor Agreement and the Company shall execute such appropriate documentation as shall be deemed necessary to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchaseeffect such pledge.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company's Board of the assets sold or disposed of Directors, and evidenced by a board resolution); (ii) at least 85not less than 75% of the consideration received (including any Released Indebtedness) consists by the Company or its Subsidiaries, as the case may be, is in the form of (1) cash, Temporary cash or Cash Investments or Released Indebtedness Equivalents; and (2iii) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds received by the Company or any of its such Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets Subsidiary are applied (determined as of the date closest a) first, to the commencement of such 12-month period for which a consolidated balance sheet extent the Company elects, or is required, to prepay, repay, make an offer to redeem or purchase Indebtedness under any then existing Senior Debt of the Company and its subsidiaries has been filed pursuant to Section 4.17)or any Restricted Subsidiary; provided, then that any such repayment shall result in a permanent reduction of the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply commitments thereunder in an amount equal to such excess the principal amount so repaid; (b) second, to the extent of the balance of Net Cash Proceeds after application as described above, to permanently repay unsubordinated the extent the Company elects, to an Investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) used or useful in businesses similar or ancillary to the business of the Company or Restricted Subsidiary as conducted at the time of such Asset Sale ("Replacement Assets"), provided that such Investment occurs within 360 days following the receipt of such Net Cash Proceeds, so long as the Company or such Restricted Subsidiary has notified the Trustee in writing on or prior to the 270th day following such Asset Sale (the "Reinvestment Date") that it has determined to apply the Net Cash Proceeds from such Asset Sale to an investment in such Replacement Assets; (c) third, to make an offer to redeem or purchase the Existing Notes or Indebtedness under any other then existing Senior Debt of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness in accordance with the terms of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, Existing Indenture or the amount not so applied pursuant to clause document governing such other Senior Debt, as the case may be; (Ad) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement)fourth, in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess if any Net Cash Proceeds (to the extent from any Asset Sale are not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount preceding clauses (a) through (d) within 420 days of such excess Asset Sale, the Company shall apply an amount equal to the Net Cash Proceeds required to be not so applied (or to be committed to be appliedthe "Available Net Cash Proceeds") during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer offer to Purchase pursuant to this Section 4.11 totals at least $5 million, repurchase the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal to the Excess Proceeds on such dateExchange Debentures, at a purchase price in cash equal to 101100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain the portion of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Available Net Cash Proceeds not theretofore subject required to an Offer to Purchaserepurchase Securities.

Limitation on Asset Sales. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate any Asset Sale that results in Net Proceeds in excess of $1.5 million (including the sale of any of the Capital Stock of any Restricted Subsidiary) unless (i) such Asset Sale is for fair market value as determined by the consideration received by Board of Directors acting reasonably and in good faith and the Company or such any Restricted Subsidiary applies the Net Proceeds from such Asset Sale to one or more of the following in such combination as it shall choose: (a) an investment in assets (including any Released IndebtednessCapital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) is at least equal used or useful in businesses similar or ancillary to the fair market value business of the assets sold Company or disposed its Restricted Subsidiaries as conducted at the time of and (ii) at least 85% of such Asset Sale; PROVIDED that such investment occurs on or prior to the consideration received (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days 366th day following the date of such Asset Sale (for purposes the "Asset Sale Payment Date"); (b) a Net Proceeds Offer (as defined below) expiring on or prior to the Asset Sale Payment Date; or (c) in the case of calculating an Asset Sale by the Company, the purchase, redemption or other prepayment or repayment of outstanding Senior Indebtedness on or prior to the Asset Sale Payment Date and, in the case of an Asset Sale by any Restricted Subsidiary, the purchase, redemption or other prepayment or repayment of any Indebtedness of such Restricted Subsidiary on or prior to the Asset Sale Payment Date; PROVIDED that any prepayment or repayment of amounts outstanding under the Credit Agreement in excess of $20.0 million in the aggregate after the Issue Date shall be a permanent reduction in the commitment thereunder in the amount of such Indebtednessexcess. Notwithstanding the foregoing, in the event such Net Proceeds, after giving effect to any investment or payment permitted by clause (a) or (c) above (the "Excess Proceeds"), are less than $15.0 million, the application of the Excess Proceeds to a Net Proceeds Offer may be deferred until such time as the Excess Proceeds, plus the aggregate amount of any subsequent Net Proceeds not otherwise invested or applied to repay amounts outstanding under the Senior Indebtedness of the Company or under the Indebtedness of any Restricted Subsidiary, as the case may be, as permitted by clause (a) or (c) above, are at least equal to $15.0 million, at which time the Company shall apply all the Excess Proceeds to a Net Proceeds Offer. Upon completion of a Net Proceeds Offer, the amount of Excess Proceeds shall be valued reset at zero. For purposes of clause (b) of the preceding paragraph, the Company will apply that portion of the Net Proceeds of the Asset Sale required to make a tender offer in accordance with applicable law (a "Net Proceeds Offer") to repurchase Securities at a price not less than 100% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase, which date shall be no earlier than 30 days nor later than 45 days after the date of mailing of the Net Proceeds Offer (the "Net Proceeds Payment Date"). The Company may, at its option, receive credit against any Net Proceeds Offer for the principal amount, if it matures within 180 days amount of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds received Securities acquired by the Company or any of its Restricted Subsidiaries from one and surrendered for cancellation within six months prior to or more Asset Sales occurring on or after the Closing Date in at any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months time after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal such Asset Sale relating to such excess Net Cash Proceeds Offer and before the Net Proceeds Payment Date. Any Net Proceeds Offer will be made by the Company only if and to permanently repay unsubordinated the extent permitted under, and subject to prior compliance with, the terms of any agreement governing Senior Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other a Restricted Subsidiary, as the case may be. If the Company commences a Net Proceeds Offer and securities of the Company ranking PARI PASSU in right of payment with the Securities are outstanding at the commencement of such Net Proceeds Offer and the terms of such securities provide that a similar offer must be made with respect thereto, then the Net Proceeds Offer for the Securities shall be made concurrently with such other offer and securities of each case owing issue will be accepted PRO RATA in proportion to the aggregate principal amount of securities of each issue which the holders of securities of such issue elect to have purchased. After the last date on which Holders are permitted to tender their Securities in a Person other than Net Proceeds Offer, the Company will not be restricted under this Section 4.12 as to its use of any remaining Net Proceeds available to make such Net Proceeds Offer but not used to redeem Securities pursuant hereto. Notwithstanding the foregoing, if, at the time of an Asset Sale by the Company or any of its Restricted Subsidiaries or (B) invest an equal amountSubsidiary, or the amount not so applied pursuant Company's Fixed Charge Coverage Ratio for the four fiscal quarter period ending immediately prior to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement)Asset Sale would have been at least 2.75 to 1, in property or assets (other than current assets) of determined on a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to PRO FORMA basis as if such Asset Sale occurred at the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date beginning of such investment and (ii) apply (no later than the end of the twelvefour-month period referred to in clause (i)) such excess quarter period, then any Net Cash Proceeds (to the extent received will not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals 4.12. At such time as the Company determines to make a Net Proceeds Offer, it shall so notify the Trustee in writing. Within 15 days thereafter, it shall mail or cause the Trustee to mail (in the Company's name and at its expense) notice of a Net Proceeds Offer to the Holders of the Securities at their last registered addresses with a copy to the Trustee and the Paying Agent. The Net Proceeds Offer shall remain open from the time of mailing for at least $5 million, 20 Business Days and until the Company must commence, not later than close of business on the fifteenth third Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date equal prior to the Excess Net Proceeds on such date, at a purchase price equal to 101% of the principal amount of the Notes on the relevant Payment Date, plus accrued interest (if any) to the Payment Date. Upon the consummation of an Offer The notice shall contain all instructions and materials necessary to Purchase enable such Holders to tender Securities pursuant to this Section 4.11 the amount Net Proceeds Offer. The notice, which shall govern the terms of Excess the Net Proceeds Offer, shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.state:

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the 60 -53- Company's Board of Directors), (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of (1) cash, Temporary cash or Cash Investments or Released Indebtedness Equivalents and is received at the time of such disposition; and (2iii) Indebtedness 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 either (A) to prepay any Senior Debt (and, in the case of any Person which is either repaid Senior Debt under any revolving credit facility, including the New Revolving Credit Facility, effect a permanent reduction in cash or sold for cash within 90 days the availability under such revolving credit facility), (B) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property properties and assets of a nature kind used or type, or engaged usable in a business) similar or related to the nature or type of the property and assets of, or the business of, of the Company and its Restricted Subsidiaries existing on ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the date foregoing clauses (iii)(A) and (iii)(B). On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such investment and (ii) Restricted Subsidiary determines not to apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (relating to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period Asset Sale as set forth in clause clauses (iiii)(A), (iii)(B) and (iii)(C) of the next preceding sentence and not applied as so required by the end of (each, a "Net Proceeds Offer Trigger Date"), such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Net Cash Proceeds which have not theretofore subject been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer to Purchase pursuant to Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date (or if the Net Proceeds Offer has been deferred as described in the last sentence of this Section 4.11 totals at least $5 millionparagraph, the Company must commencedate that the unutilized Net Proceeds Offer Amount equals or exceeds $7.5 million), not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the all Holders on a pro rata basis an aggregate principal basis, that amount of Notes on the relevant Payment Date Debentures equal to the Excess Net Proceeds on such date, Offer Amount at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment DateDebentures to be purchased, plus accrued and unpaid interest (thereon, if any) , to the Payment Datedate of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. Upon The Company may defer the consummation Net Proceeds Offer until there is an ag- 61 -54- gregate unutilized Net Proceeds Offer Amount equal to or in excess of an $7.5 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer to Purchase Amount, and not just the amount in excess of $7.5 million, shall be applied as required pursuant to this Section 4.11 paragraph). In the amount event of Excess Proceeds the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Article Five, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be equal Net Cash Proceeds for purposes of this covenant. Each Net Proceeds Offer will be mailed to zerothe record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date (or if the Net Proceeds Offer has been deferred as described in the first paragraph of this Section 4.16(a), plus the date that the aggregate unutilized Net Proceeds Offer Amount equals or exceeds $7.5 million), with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Debentures in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Debentures in an amount exceeding the Net Proceeds Offer Amount, Debentures of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). A Net Proceeds Offer shall remain open for a period of at least 20 and not more than 30 Business Days or such longer period as may be required by law. To the extent that the aggregate amount of Debentures tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use any Excess remaining Net Proceeds not theretofore subject to an Offer to PurchaseAmount for general corporate purposes. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero.

Limitation on Asset Sales. The Company will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the Company's Board of Directors), (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists of (1) cashby the Company or the Restricted Subsidiary, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of as the case may be, from such Asset Sale (for purposes shall be in the form of calculating cash, Cash Equivalents and/or Replacement Assets and is received at the amount time of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of disposition; and (iii) upon the consummation of such an Asset Sale, the Company shall apply, or its fair market valuecause such Restricted Subsidiary to apply, in all other cases). In the event and to the extent that the Net Cash Proceeds received by the Company or any relating to such Asset Sale within 360 days of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets receipt thereof either (A) apply to prepay any Senior Debt or Guarantor Senior Debt and, in the case of any Senior Debt or Guarantor Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving 69 credit facility, (B) to acquire Replacement Assets, or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). On the 361st day after an amount equal to Asset Sale or such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness earlier date, if any, as the Board of Directors of the Company or any of such Restricted Subsidiary providing a Subsidiary Guarantee pursuant determines not to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than apply the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (relating to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period Asset Sale as set forth in clause clauses (iiii)(A), (iii)(B) and (iii)(C) of the next preceding sentence and not applied as so required by the end of (each, a "Net Proceeds Offer Trigger Date"), such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Net Cash Proceeds which have not theretofore subject to an been applied on or before such Net Proceeds Offer to Purchase pursuant to this Section 4.11 totals at least $5 millionTrigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company must commenceto 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 60 days following the applicable Net Proceeds Offer Trigger Date, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the all Holders on a pro rata basis an aggregate PRO RATA basis, that principal amount of Notes on the relevant Payment Date Securities equal to the Excess Net Proceeds on such date, Offer Amount at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment DateSecurities to be purchased, plus accrued interest (and unpaid interest, if any) , thereon to the Payment Datedate of purchase; PROVIDED, HOWEVER, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration) or Cash Equivalents, then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. Upon The Company may defer the consummation Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of an $5,000,000 resulting from one or more Asset Sales or deemed Asset Sales (at which time, the entire unutilized Net Proceeds Offer to Purchase Amount, and not just the amount in excess of $5,000,000, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and the Restricted Subsidiaries as an entirety to a Person in a 70 transaction permitted under Section 4.11 5.01, the amount successor corporation shall be deemed to have sold the properties and assets of Excess Proceeds the Company and the Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value (as determined in good faith by the Board of Directors of the Company) of such properties and assets of the Company or the Restricted Subsidiaries deemed to be sold shall be deemed to be equal Net Cash Proceeds for purposes of this covenant. Notice of each Net Proceeds Offer pursuant to zerothis Section 4.12 will be mailed or caused to be mailed, plus by first class mail, by the amount of any Excess Company within 30 days following the Net Proceeds not theretofore subject Offer Trigger Date to an all Holders at their last registered addresses, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Net Proceeds Offer to Purchase.and shall state the following terms:

Limitation on Asset Sales. The Company will shall not, and will shall not permit any Restricted Subsidiary to, consummate any Asset Sale Sale, unless (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists of (1) cash, cash or Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases)Investments. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17)$5 million, then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets $5 million (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries Subsidiaries, or (B) invest an amount equal amountto such excess Net Cash Proceeds, or the amount of such Net Cash Proceeds not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve 12 months after the date of such agreement), in property or capital assets (other than current assets) of a nature or type or that are used in a business (or in a company Person having property and capital assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the twelve12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.114.10. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 4.10 totals at least $5 million, the Company must shall commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount Accreted Value of Notes on the relevant Payment Date equal to the Excess Proceeds on such date, at a purchase price equal to 101100% of the principal amount Accreted Value of the Notes on the relevant Payment DateDate plus, plus in each case, accrued interest (if any) to the Payment Date. Upon the consummation of an Offer to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds shall be deemed to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchase.

Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale unless unless: (i) the consideration received by the Company or such Restricted Subsidiary (including any Released Indebtedness) Asset Sale is effected at least equal to the not less than fair market value (as determined in good faith by the Board of the assets sold or disposed of Directors); and (ii) either (x) at least 8575% of the consideration is received (including any Released Indebtedness) consists of (1) in cash, Temporary Cash Investments or Released the assumption of Indebtedness and (2other than Subordinated Obligations) Indebtedness or (y) the consideration therefor received by the Company or any Restricted Subsidiary is in the form of any Person which is either repaid in cash equity or sold for cash within 90 days debt securities of the transferee of such assets; provided, that Asset Sale Sales pursuant to this clause (for purposes y) shall not exceed an aggregate of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, $25 million in all other cases)any twelve month period. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Issue Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of $20 million, the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its subsidiaries has been filed pursuant to Section 4.17)Company, then the Company shall shall, or shall cause the relevant one or more of its Restricted Subsidiary to Subsidiaries to, (i1) within twelve months after the date such Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets $20 million, (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Senior Indebtedness of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, as the case may be, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, of the Company and its Restricted Subsidiaries existing on as of the date of application of such investment amounts (or in Capital Stock of a Restricted Subsidiary or a Person engaged either in the same business as the Company or any of its Restricted Subsidiaries or a business related, ancillary or complementary thereto that, as a result of such Investment, becomes a Restricted Subsidiary) and (ii2) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)1) above) as provided in the following paragraph of this Section 4.11three paragraphs. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve12-month period as set forth in clause (i1) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Excess Proceeds Offer to Purchase pursuant to this Section 4.11 (as defined below) totals at least $5 20 million, the Company must commencemust, not later than the fifteenth Business Day of such month, and consummate make an Offer offer (an "Excess Proceeds Offer") to Purchase purchase from the Holders on a pro rata basis an aggregate principal amount of Notes on the relevant Payment Date Securities equal to the Excess Proceeds on such date, at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment DateSecurities, plus plus, in each case, accrued interest (if any) to the date of purchase (the "Excess Proceeds Payment"). The Company will commence an Excess Proceeds Offer by mailing a notice to the Trustee and each Holder stating: (i) that the Excess Proceeds Offer is being made pursuant to Section 3.10 of the Indenture and that all Securities validly tendered will be accepted for payment on a pro rata basis; (ii) the purchase price and the expiration date for such Excess Proceeds Offer (which shall be the date not less than 20 Business Days from the date such notice is mailed) (the "Excess Proceeds Offer Expiration Date"); (iii) that any Security not tendered will continue to accrue interest pursuant to its terms; (iv) that, unless the Company defaults in the payment of the Excess Proceeds Payment, any Security accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Excess Proceeds Payment Date (as defined below); (v) that Holders electing to have a Security purchased pursuant to the Excess Proceeds Offer will be required to surrender the Security, together with the form entitled "Option of the Holder to Elect Purchase" on the reverse side of the Security completed, to the paying agent at the address specified in the notice prior to the close of business on the Excess Proceeds Offer Expiration Date; (vi) that Holders will be entitled to withdraw their election if the paying agent receives, not later than the close of business on the Excess Proceeds Offer Expiration Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Securities delivered for purchase and a statement that such Holder is withdrawing his election to have such Securities purchased; and (vii) that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered; provided that each Security purchased and each new Security issued shall be in a principal amount of $1,000 or integral multiples thereof. On a date no more than four Business Days after the Excess Proceeds Offer Expiration Date (the "Excess Proceeds Payment Date. Upon "), the consummation of an Offer to Purchase Company will (i) accept for payment on a pro rata basis Securities or portions thereof tendered pursuant to the Excess Proceeds Offer; (ii) deposit with the paying agent money sufficient to pay the purchase price of all Securities or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee all Securities or portions thereof so accepted together with an Officers' Certificate specifying the Securities or portions thereof accepted for payment by the Company. The paying agent shall promptly mail to the Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered; provided that each Security purchased and each new Security issued shall be in a principal amount of $1,000 or integral multiples thereof. The Company will publicly announce the results of the Excess Proceeds Offer as soon as practicable after the Excess Proceeds Offer Expiration Date. For purposes of this Section 4.11 3.10, the amount of Trustee shall act as the paying agent. The Company will comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable, in the event that such Excess Proceeds shall be deemed are received by the Company under this Section 3.10 and the Company is required to be equal to zero, plus the amount of any Excess Proceeds not theretofore subject to an Offer to Purchaserepurchase Securities as described in this Section 3.10.

Limitation on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless unless: (i) the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Restricted Subsidiary (including any Released Indebtedness) is Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of and (as determined in good faith by the Company's Board of Directors, the approval shall be evidenced by a Board Resolution); (ii) at least 8575% of the consideration received (including any Released Indebtedness) consists of (1) cash, Temporary Cash Investments or Released Indebtedness and (2) Indebtedness of any Person which is either repaid in cash or sold for cash within 90 days of such Asset Sale (for purposes of calculating the amount of such Indebtedness, such Indebtedness shall be valued at its principal amount, if it matures within 180 days of the consummation of such Asset Sale, or its fair market value, in all other cases). In the event and to the extent that the Net Cash Proceeds received by the Company or any of its the Restricted Subsidiaries Subsidiary, as the case may be, from one such Asset Sale shall be cash or more Asset Sales occurring on or after Cash Equivalents and is received at the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement time of such 12-month period for which a consolidated balance sheet disposition; provided, however, that the amount of the Company and its subsidiaries has been filed pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to any liabilities (as shown on the -------- ------- Company's or such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant (other than liabilities that are by their terms subordinated in right of payment to Section 4.07 or Indebtedness the Notes) that are assumed by the transferee of any such assets and (B) any notes or other obligations received by the Company or such Restricted SubsidiarySubsidiary from such transferee that are immediately converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision; and provided, further, that the 75% limitation referred to in this -------- ------- clause (ii) shall not apply to any Asset Sale in which the cash 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; 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 270 days of receipt thereof either (A) to prepay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to invest in another business, capital expenditures or other long-term tangible assets, in each case owing to case, in the same or a Person other than similar line of business as the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or Subsidiary was engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such this Indenture ("Replacement Assets") or (C) a combination of payment and investment permitted by clauses (A) and (iiB) apply (no later than above. On the end 271st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the twelve-month period referred Company or of such Restricted Subsidiary determines not to in clause (i)) such excess apply the Net Cash Proceeds (relating to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period Asset Sale as set forth in clause clauses (iiii)(A), (iii)(B) or (iii)(C) of the next preceding sentence and not applied as so required by the end of (each, a "Net Proceeds Offer Trigger Date"), such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Net Cash Proceeds which have not theretofore subject to an been applied on or before such Net Proceeds Offer to Purchase pursuant to this Section 4.11 totals at least $5 millionTrigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company must commenceor such 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, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the all Holders on a pro rata basis an aggregate principal that amount of --- ---- Notes on the relevant Payment Date equal to the Excess Net Proceeds on such date, Offer Amount at a purchase price equal to 101100% of the principal amount of the Notes on the relevant Payment Dateto be purchased, plus accrued and unpaid interest (thereon, if any) , to the Payment Date. Upon date of purchase; provided, however, that if at any time -------- ------- any non-cash consideration received by the consummation Company or any Restricted Subsidiary of an Offer the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to Purchase pursuant to this Section 4.11 the amount of Excess Proceeds 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 equal applied in accordance with this Section 4.15. A transfer of assets by the Company to zero, plus a Wholly Owned Restricted Subsidiary or by a Restricted Subsidiary to the amount of any Excess Proceeds Company or to another Wholly Owned Restricted Subsidiary will not theretofore subject be deemed to be an Offer to PurchaseAsset Sale.