Common use of Merger, Consolidation and Sale of Assets Clause in Contracts

Merger, Consolidation and Sale of Assets. Nothing contained in the Fiscal Agency Agreement or in the Notes shall prevent any consolidation of the Issuer or the Guarantor with, or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, any other corporation or corporations (whether or not affiliated with the Issuer or the Guarantor, as the case may be), or successive consolidations. mergers or reorganizations (including amalgamations) to which the Issuer, the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, transfer, lease or conveyance of the property of the Issuer or the Guarantor as an entirety or substantially as an entirety; provided that (a) in case the Issuer or the Guarantor shall consolidate with, merge, reorganize or amalgamate into another corporation, or sell, transfer, lease or convey its property as an entirety or substantially as an entirety to any corporation, the corporation formed by such consolidation or into which the Issuer or the Guarantor is merged, reorganized or amalgamated or the corporation which acquired by sale, transfer, lease or conveyance the property of the Issuer or the Guarantor as an entirety or substantially as an entirety shall be a corporation organized under the laws of Canada or Korea, as the case may be, and shall expressly assume, by an agreement supplemental hereto executed and delivered to, and in form reasonably satisfactory to, the Fiscal Agent, the due and punctual payment of the principal of, premium (if any) and interest on the Notes, and any Additional Amounts, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Fiscal Agency Agreement, the Notes and the Guarantee on the part of the Issuer and the Guarantor, respectively, to be performed or observed, (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or the Guarantor, as the case may be, as a result of such transaction as having been incurred by the Issuer or the Guarantor at the time of such transaction, no Event of Default (as defined below), shall have occurred and be continuing, and (c) the Issuer or the Guarantor, as the case may be, has delivered to the Fiscal Agent an officer’s certificate and an opinion of counsel as to matters of law stating that such consolidation, merger, sale, transfer, lease or conveyance and, if a supplemental agreement is required in connection with such transaction, such supplemental agreement comply with the Fiscal Agency Agreement, the Notes and the Guarantee and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger, Consolidation and Sale of Assets. Nothing contained in the Fiscal Agency Agreement or in the Notes shall prevent any consolidation of the Issuer or the Guarantor with, or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, any other corporation or corporations (whether or not affiliated with the Issuer or the Guarantor, as the case may be), or successive consolidations. mergers or reorganizations (including amalgamations) to which the Issuer, the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, transfer, lease or conveyance of the property of the Issuer or the Guarantor as an entirety or substantially as an entirety; provided that (a) The Company shall not, in case the Issuer a single transaction or the Guarantor shall series of related transactions, consolidate with, merge, reorganize or amalgamate merge with or into another corporationany Person, or sell, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey its property or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any corporation, Person unless: (i) either (1) the Company shall be the surviving or continuing corporation or (2) the Person (if other than the -76- Company) formed by such consolidation or into which the Issuer Company is merged or the Guarantor is merged, reorganized or amalgamated or the corporation Person which acquired acquires by sale, assignment, transfer, lease lease, conveyance or conveyance other disposition the property properties and assets of the Issuer or Company and of the Guarantor as an entirety or Company's Restricted Subsidiaries substantially as an entirety (the "Surviving Entity"); ---------------- (x) shall be a corporation corporation, partnership, trust or a limited liability company organized and validly existing under the laws of Canada the United States or Korea, as any State thereof or the case may be, District of Columbia and (y) shall expressly assume, by an agreement supplemental hereto indenture (in form and substance satisfactory to the Trustee), executed and delivered to, and in form reasonably satisfactory to, to the Fiscal AgentTrustee, the due and punctual payment of the principal of, premium (and premium, if any) , and interest on the Notes, and any Additional Amounts, according to their tenor, and the due and punctual performance and observance of all of the covenants Securities and conditions the performance of every covenant of the Fiscal Agency AgreementSecurities, the Notes this Indenture and the Guarantee Registration Rights Agreement on the part of the Issuer and the Guarantor, respectively, Company to be performed or observed; provided that if at any time the Company or the Surviving Entity is -------- a limited liability company, partnership or trust, there shall be a co-issuer of the Securities that is a Restricted Subsidiary of the Company and that is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia; (bii) immediately after giving effect to such transaction and treating the assumption contemplated by clause (i)(2)(y) above (including giving effect to any indebtedness which becomes an obligation Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Issuer Company or the Guarantorsuch Surviving Entity, as the case may be, as a result be shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.04; (iii) immediately before and immediately after giving effect to such transaction as having been and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred by or anticipated to be incurred and any Lien granted in connection with or in respect of the Issuer or the Guarantor at the time of such transaction), no Default or Event of Default (as defined below), shall have occurred and or be continuing, ; and (civ) the Issuer Company or the Guarantor, as the case may be, has Surviving Entity shall have delivered to the Fiscal Agent Trustee an officer’s certificate Officers' Certificate and an opinion Opinion of counsel as to matters of law Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance other disposition and, if a supplemental agreement indenture is required in connection with such transaction, such supplemental agreement indenture comply with the Fiscal Agency Agreement, the Notes and the Guarantee ap- plicable provisions of this Indenture and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied withsatisfied. Notwithstanding the foregoing, the merger of the Company with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction shall be permitted.

Merger, Consolidation and Sale of Assets. Nothing contained in the Fiscal Agency Agreement or in the Notes shall prevent any consolidation of the Issuer or the Guarantor with, or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, any other corporation or corporations (whether or not affiliated with the Issuer or the Guarantor, as the case may be), or successive consolidations. mergers or reorganizations (including amalgamations) to which the Issuer, the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, transfer, lease or conveyance of the property of the Issuer or the Guarantor as an entirety or substantially as an entirety; provided that (a) The Company shall not, in case the Issuer a single transaction or the Guarantor shall series of related transactions, consolidate with, merge, reorganize or amalgamate merge with or into another corporationany Person, or sell, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey its property or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis) whether as an entirety or substantially as an entirety to any Person, unless: (i) either (1) the Company shall be the surviving corporation, partnership, trust or limited liability company or (2) the corporation Person (if other than the Company) formed by or surviving any such consolidation or into merger or to which the Issuer or the Guarantor is mergedsuch sale, reorganized or amalgamated or the corporation which acquired by saleassignment, transfer, lease lease, conveyance or conveyance other disposition (the property of the Issuer or the Guarantor as an entirety or substantially as an entirety "Surviving Entity") shall have been made (x) shall be a corporation corporation, partnership, trust or limited liability company organized and existing under the laws of Canada the United States, any state thereof or Korea, as the case may be, and District of Columbia (y) shall expressly assume, by an agreement supplemental hereto indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to, and in form reasonably satisfactory to, to the Fiscal AgentTrustee, the due and punctual payment of the principal of, premium (and premium, if any) , and interest on all of the NotesSecurities and the performance of every covenant of the Securities and this Indenture on the part of the Company to be performed or observed; and (z) unless the Collateral has been released in accordance with the provisions of the Security Documents, shall expressly assume, by Security Documents specified by the Collateral Agent, executed and any Additional Amountsdelivered to the Trustee, according to their tenor, and the due and punctual performance of every covenant and observance of all of obligation under the covenants and conditions of the Fiscal Agency Agreement, the Notes and the Guarantee Security Documents on the part of the Issuer and the Guarantor, respectively, Company to be performed or observed, ; (bii) immediately after giving effect to such transaction on a pro forma basis and treating the assumption contemplated by clause (i)(2)(y) above (including giving effect to any indebtedness which becomes an obligation Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Issuer Company or the Guarantorsuch Surviving Entity, as the case may be, as a result shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.4; (iii) immediately before and immediately after giving effect to such transaction as having been on a pro forma basis and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred by or anticipated to be incurred or repaid and any Lien granted or to be released in connection with or in respect of the Issuer or the Guarantor at the time of such transaction), no Default or Event of Default (as defined below), shall have occurred and or be continuing, and ; (civ) the Issuer Company or the GuarantorSurviving Entity, as the case may be, has shall have delivered to the Fiscal Agent Trustee an officer’s certificate Officers' Certificate and an opinion Opinion of counsel as to matters of law Counsel, each stating that (x) such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance other disposition and, if a supplemental agreement indenture is required in connection with such transaction, such supplemental agreement indenture comply with the Fiscal Agency Agreement, the Notes applicable provisions of this Indenture and the Guarantee and that (y) all conditions precedent herein provided for in this Indenture relating to such transaction have been complied withsatisfied; and (v) unless the Collateral has been released in accordance with the provisions of the Security Documents, the Company or the Surviving Entity, as the case may be, shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that (x) any Security Documents to be executed and delivered comply with the applicable provisions of this Indenture and (y) all conditions precedent in this Indenture and the Security Documents relating to such transaction have been satisfied. Notwithstanding the foregoing, (i) the merger of the Company with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction shall be permitted so long as such Affiliate (x) shall comply with clauses (i)(2)(x), (y) and (z) of the preceding paragraph and (y) such Affiliate shall comply with clauses (iv) and (v) of the preceding paragraph and (ii) the merger of any Restricted Subsidiary of the Company into the Company or the transfer, lease, conveyance or other disposition of all or substantially all of the assets of a Restricted Subsidiary of the Company to the Company shall be permitted so long as the Company delivers to the Trustee an Officers' Certificate stating that the purpose of such merger, transfer, lease, conveyance or other disposition is not to consummate a transaction that would otherwise be prohibited by this Indenture.

Merger, Consolidation and Sale of Assets. Nothing contained The Company will not, in the Fiscal Agency Agreement a single transaction or in the Notes shall prevent series of related transactions, consolidate or merge with or into any consolidation of the Issuer or the Guarantor with, or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, any other corporation or corporations (whether or not affiliated with the Issuer or the Guarantor, as the case may be), or successive consolidations. mergers or reorganizations (including amalgamations) to which the Issuer, the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, transfer, lease or conveyance of the property of the Issuer or the Guarantor as an entirety or substantially as an entirety; provided that (a) in case the Issuer or the Guarantor shall consolidate with, merge, reorganize or amalgamate into another corporationPerson, or sell, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey its property or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any corporation, Person unless: (i) either (1) the corporation Company shall be the surviving or continuing entity or (2) the Person (if other than the Company) formed by such consolidation or into which the Issuer Company is merged or the Guarantor is merged, reorganized or amalgamated or the corporation Person which acquired acquires by sale, assignment, transfer, lease lease, conveyance or conveyance other disposition the property properties and assets of the Issuer or Company and of the Guarantor as an entirety or Company's Restricted Subsidiaries substantially as an entirety (the "Surviving Entity") (x) shall be a corporation or a partnership or a limited liability company, in each case organized and validly existing under the laws of Canada the United States or Korea, as any State thereof or the case may be, District of Columbia and (y) shall expressly assume, by an agreement supplemental hereto Indenture (in form and substance satisfactory to the Trustee), executed and delivered to, and in form reasonably satisfactory to, to the Fiscal AgentTrustee, the due and punctual payment of the principal of, premium (and premium, if any) , and interest on the Notes, and any Additional Amounts, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Fiscal Agency Agreement, the Notes and the Guarantee performance of every covenant of the Notes, this Indenture and the Registration Rights Agreement on the part of the Issuer and the Guarantor, respectively, Company to be performed or observed, provided that at any time the Company or its successor is a limited liability company, there shall be a co-issuer of the Notes that is a corporation; (bii) immediately after giving effect to such transaction and treating the assumption contemplated by clause (i)(2)(y) above (including giving effect to any indebtedness which becomes an obligation Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Issuer Company or the Guarantorsuch Surviving Entity, as the case may be, as a result shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.04; (iii) immediately before and immediately after giving effect to such transaction as having been and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred by or anticipated to be incurred and any Lien granted in connection with or in respect of the Issuer or the Guarantor at the time of such transaction), no Default or Event of Default (as defined below), shall have occurred and or be continuing, ; and (civ) the Issuer Company or the Guarantor, as the case may be, has Surviving Entity shall have delivered to the Fiscal Agent Trustee an officer’s certificate Officers' Certificate and an opinion Opinion of counsel as to matters of law Counsel, each stating that such consolidation, 49 -42- merger, sale, assignment, transfer, lease lease, conveyance or conveyance other disposition and, if a supplemental agreement Indenture is required in connection with such transaction, such supplemental agreement Indenture comply with the Fiscal Agency Agreement, the Notes and the Guarantee applicable provisions of this Indenture and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied satisfied. Notwithstanding the foregoing clauses (ii) and (iii), (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or to another Restricted Subsidiary and (b) the Company may merge with or transfer all of its properties and assets to an Affiliate incorporated or formed solely for the purpose of either reforming the Company in another State of the United States or changing the legal structure of the Company to a corporation so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby (it being understood that after the transfer of such property and assets for the purpose of changing its legal structure to a corporation, the Company may dissolve). For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation and Sale of Assets. Nothing contained in the Fiscal Agency Agreement (a) The Company shall not merge or consolidate with or into any other entity or in one transaction or a series of related transactions sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of its Property unless (i) the Notes shall prevent entity formed by or surviving any such consolidation of or merger (if the Issuer Company is not the surviving entity) or the Guarantor with, or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, any other corporation or corporations (whether or not affiliated with the Issuer or the Guarantor, as the case may be), or successive consolidations. mergers or reorganizations (including amalgamations) Person to which the Issuersuch sale, the Guarantor or its successor or successors shall be a party or parties, or shall prevent any saleassignment, transfer, lease or conveyance of is made (the property of the Issuer or the Guarantor as an entirety or substantially as an entirety; provided that “Successor”) (aA) in case the Issuer or the Guarantor shall consolidate with, merge, reorganize or amalgamate into another corporation, or sell, transfer, lease or convey its property as an entirety or substantially as an entirety to any corporation, the corporation formed by such consolidation or into which the Issuer or the Guarantor is merged, reorganized or amalgamated or the corporation which acquired by sale, transfer, lease or conveyance the property of the Issuer or the Guarantor as an entirety or substantially as an entirety shall be a corporation Person (other than an individual) organized and existing under the laws of Canada the United States of America or Korea, as a State thereof or the case may be, District of Columbia and such Person shall expressly assume, by an agreement supplemental hereto indenture executed and delivered to, and in form reasonably satisfactory to, to the Fiscal AgentTrustee by such Person, the due and punctual payment of the principal ofprincipal, premium (premium, if any) , interest and interest Additional Interest, if any, on all the Notes, and any Additional Amounts, according to their tenor, Notes and the due and punctual performance and observance of all of the covenants covenants, conditions and conditions of the Fiscal Agency Agreement, obligations under the Notes and the Guarantee on the part of the Issuer and the Guarantor, respectively, this Indenture to be performed or observedby the Company; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (bii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iii) immediately after before giving effect to such transaction and treating any indebtedness which becomes an obligation or series of the Issuer or the Guarantor, as the case may be, as transactions on a result of such transaction as having been incurred by the Issuer or the Guarantor at the time of such transactionpro forma basis, no Default or Event of Default (as defined below), shall have occurred and be continuing, and (civ) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be incurred in connection with such transaction or series of transactions), the Issuer Company or the GuarantorSuccessor, as the case may be, has would be able to incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be delivered to the Fiscal Agent Trustee an officer’s certificate Officers’ Certificate and an opinion Opinion of counsel as to matters of law Counsel, each stating that such consolidation, merger, sale, transfer, lease or conveyance andand such supplemental indenture, if a supplemental agreement is required in connection any, complies with this Indenture, and such transaction, Opinion of Counsel shall also state that such supplemental agreement comply with indenture constitutes the Fiscal Agency Agreementlegal, the Notes valid and the Guarantee and that all conditions precedent herein provided for relating to binding obligation of such transaction have been complied withSuccessor.

Merger, Consolidation and Sale of Assets. (a) Nothing contained in the Fiscal Agency Agreement this Indenture or in any of the Notes Securities shall prevent any consolidation or merger of the Issuer or the Parent Guarantor with, with or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, into any other corporation Person or corporations Persons (whether or not affiliated with the Issuer or the Parent Guarantor, as the case may beapplicable), or successive consolidations. consolidations or mergers or reorganizations (including amalgamations) to in which the IssuerIssuer or the Parent Guarantor, the Guarantor or its their successor or successors successors, shall be a party or parties, or shall prevent any sale, transfer, lease conveyance or conveyance transfer of the property properties and assets of the Issuer or the Parent Guarantor as an entirety or substantially as an entirety; provided that (a) in case the Issuer or the Guarantor shall consolidate with, merge, reorganize or amalgamate into another corporation, or sell, transfer, lease or convey its property as an entirety or substantially as an entirety to any corporation, the corporation formed by such consolidation other Person (whether or into which not affiliated with the Issuer or the Guarantor is mergedParent Guarantor, reorganized as applicable) lawfully entitled to acquire the same; provided, however, and the Issuer and the Parent Guarantor, as applicable, each hereby covenants and agrees, that upon any such consolidation, merger, conveyance or amalgamated or the corporation which acquired by sale, transfer, lease or conveyance (i) (x) in the property case of the Issuer or the Guarantor as an entirety or substantially as an entirety shall be a corporation organized under the laws of Canada or Korea, as the case may be, and shall expressly assume, by an agreement supplemental hereto executed and delivered to, and in form reasonably satisfactory to, the Fiscal AgentIssuer, the due and punctual payment of the principal ofof and premium, premium (if any) , and interest on all of the Notes, and any Additional AmountsSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Fiscal Agency Agreement, the Notes and the Guarantee on the part of the Issuer and the Guarantor, respectively, this Indenture to be performed by the Issuer, or observed(y) in the case of the Parent Guarantor, the performance of the Guarantee and the performance and observance of all the covenants and conditions of this Indenture to be performed by the Parent Guarantor, shall, in either case, be expressly assumed, by indenture supplemental hereto, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the Person (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of if other than the Issuer or the Parent Guarantor, as the case may be) formed by such consolidation, or into which the Issuer or the Parent Guarantor, as the case may be, as a result of such transaction as having shall have been incurred merged, or by the Issuer or the Guarantor at the time of such transaction, no Event of Default (as defined below), Person which shall have occurred acquired such properties and be continuingassets, and (cii) the Issuer or the Parent Guarantor, as the case may be, has delivered shall deliver to the Fiscal Agent Trustee an officerOfficer’s certificate Certificate and an opinion Opinion of counsel as to matters of law Counsel, each stating that such consolidation, merger, sale, transfer, lease conveyance or conveyance and, if a supplemental agreement is required in connection with such transaction, transfer and such supplemental agreement indenture comply with the Fiscal Agency Agreement, the Notes and the Guarantee this Section 6.04 and that all conditions precedent herein provided for relating to such transaction have been complied withwith and that it constitutes the legal, valid and binding obligation of the successor, subject to customary exceptions.

Merger, Consolidation and Sale of Assets. Nothing contained in the Fiscal Agency Agreement or in the Notes shall prevent any consolidation of the Issuer or the Guarantor with, or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, any other corporation or corporations (whether or not affiliated with the Issuer or the Guarantor, as the case may be), or successive consolidations. mergers or reorganizations (including amalgamations) to which the Issuer, the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, transfer, lease or conveyance of the property of the Issuer or the Guarantor as an entirety or substantially as an entirety; provided that (a) The Company shall not, in case the Issuer a single transaction or the Guarantor shall series of related transactions, consolidate with, merge, reorganize or amalgamate merge with or into another corporationany Person, or sell, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey its property or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any corporation, Person unless: (i) either (1) the Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by such consolidation or into which the Issuer Company is merged or the Guarantor is merged, reorganized or amalgamated or the corporation Person which acquired acquires by sale, assignment, transfer, lease lease, conveyance or conveyance other disposition the property properties and assets of the Issuer or Company and of the Guarantor as an entirety or Company's Restricted Subsidiaries substantially as an entirety (the "Surviving Entity"); (x) shall be ---------------- a corporation corporation, partnership, trust or a limited liability company organized and validly existing under the laws of Canada the United States or Korea, as any State thereof or the case may be, District of Columbia and (y) shall expressly assume, by an agreement supplemental hereto indenture, executed and delivered to, and in form reasonably satisfactory to, to the Fiscal AgentTrustee, the due and punctual payment of the principal of, premium (and premium, if any) , and interest on the Notes, and any Additional Amounts, according to their tenor, and the due and punctual performance and observance of all of the covenants Securities and conditions the performance of every covenant of the Fiscal Agency AgreementSecurities, the Notes this Indenture and the Guarantee Registration Rights Agreement on the part of the Issuer and the Guarantor, respectively, Company to be performed or observed; provided that if at any time the Company or the Surviving Entity is a -------- limited liability company, partnership or trust, there shall be a co-issuer of the Securities that is a Restricted Subsidiary of the Company and that is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia; (bii) immediately after giving effect to such transaction and treating the assumption contemplated by clause (i) (2) (y) above (including giving effect to any indebtedness which becomes an obligation Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Issuer Company or the Guarantorsuch Surviving Entity, as the case may be, as a result be shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.04; (iii) immediately before and immediately after giving effect to such transaction as having been and the assumption contemplated by clause (i) (2) (y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred by or anticipated to be incurred and any Lien granted in connection with or in respect of the Issuer or the Guarantor at the time of such transaction), no Default or Event of Default (as defined below), shall have occurred and or be continuing, ; and (civ) the Issuer Company or the Guarantor, as the case may be, has Surviving Entity shall have delivered to the Fiscal Agent Trustee an officer’s certificate Officers' Certificate and an opinion Opinion of counsel as to matters of law Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance other disposition and, if a supplemental agreement indenture is required in connection with such transaction, such supplemental agreement indenture comply with the Fiscal Agency Agreement, the Notes and the Guarantee applicable provisions of this Indenture and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied withsatisfied. Notwithstanding the foregoing, the merger of the Company with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction shall be permitted.

Merger, Consolidation and Sale of Assets. Nothing contained in the Fiscal Agency Agreement or in the Notes shall prevent any consolidation of the Issuer or the Guarantor with, or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, any other corporation or corporations (whether or not affiliated with the Issuer or the Guarantor, as the case may be), or successive consolidations. mergers or reorganizations (including amalgamations) to which the Issuer, the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, transfer, lease or conveyance of the property of the Issuer or the Guarantor as an entirety or substantially as an entirety; provided that (a) The Company will not, in case the Issuer a single transaction or the Guarantor shall series of related transactions, consolidate with, merge, reorganize or amalgamate merge with or into another corporationany Person, or sell, assign, transfer, lease lease, convey or convey its property otherwise dispose of all or substantially all of the Company's assets whether as an entirety or substantially as an entirety to any corporation, Person unless: (i) the corporation Person (if other than the Company or a Restricted Subsidiary of the Company) formed by such consolidation or into which the Issuer Company is merged or the Guarantor is merged, reorganized or amalgamated or the corporation Person which acquired acquires by sale, assignment, transfer, lease lease, conveyance or conveyance the property other disposition of all or substantially all of the Issuer or Company's assets (the Guarantor as an entirety or substantially as an entirety shall be a corporation organized under the laws of Canada or Korea, as the case may be, and "Surviving Entity") shall expressly assume, by an agreement supplemental hereto indenture (in form satisfactory to the Trustee), executed and delivered to, and in form reasonably satisfactory to, to the Fiscal AgentTrustee, the due and punctual payment of the principal of, premium (and premium, if any) , and interest on the Notes, and any Additional Amounts, according to their tenor, and the due and punctual performance and observance of all of the covenants Securities and conditions the performance of every covenant of the Fiscal Agency AgreementSecurities, the Notes this Indenture and the Guarantee Registration Rights Agreement on the part of the Issuer and the Guarantor, respectively, Company to be performed or observed, ; and (bii) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer Company or the Guarantor, as the case may be, as a result of such transaction as having been incurred by the Issuer or the Guarantor at the time of such transaction, no Event of Default (as defined below), Surviving Entity shall have occurred and be continuing, and (c) the Issuer or the Guarantor, as the case may be, has delivered to the Fiscal Agent Trustee an officer’s certificate Officers' Certificate and an opinion of counsel as to matters of law counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance other disposition and, if a supplemental agreement indenture is required in connection with such transaction, such supplemental agreement indenture comply with the Fiscal Agency Agreement, the Notes and the Guarantee applicable provisions of this Indenture and that all conditions precedent herein provided for in this Indenture relating to the execution of such transaction supplemental indenture have been complied withsatisfied. Upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing, in which the Company is not the continuing corporation, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Securities with the same effect as if such surviving entity had been named as such and the Company shall be relieved of all of its Obligations and duties under this Indenture and the Securities. Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture) will not, and the Company will not cause or permit any Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture) to, consolidate with or merge into any Person other than the Company or any other Guarantor unless: the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made assumes by supplemental indenture all of the Obligations of the Guarantor on the Guarantee. Any merger or consolidation of a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company need not comply with this Section 5.01.

Merger, Consolidation and Sale of Assets. Nothing contained The Company will not, in the Fiscal Agency Agreement a single transaction or in the Notes shall prevent series of re- lated transactions, consolidate or merge with or into any consolidation of the Issuer or the Guarantor with, or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, any other corporation or corporations (whether or not affiliated with the Issuer or the Guarantor, as the case may be), or successive consolidations. mergers or reorganizations (including amalgamations) to which the Issuer, the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, transfer, lease or conveyance of the property of the Issuer or the Guarantor as an entirety or substantially as an entirety; provided that (a) in case the Issuer or the Guarantor shall consolidate with, merge, reorganize or amalgamate into another corporationPerson, or sell, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey its property or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and the Com- pany's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (1) either: (a) the Company shall be the surviving or continuing corporation, ; or (b) the corporation Person (if other than the Company) formed by such consolidation or into which the Issuer Company is merged or the Guarantor is merged, reorganized or amalgamated or the corporation Person which acquired acquires by sale, assignment, transfer, lease lease, conveyance or conveyance other disposition the property properties and assets of the Issuer or Company and of the Guarantor Company's Restricted Subsidiaries sub- stantially as an entirety or substantially as an entirety (the "Surviving Entity"): (x) shall be a corporation organized and validly existing under the laws of Canada the United States or Korea, as any State thereof or the case may be, District of Columbia; and (y) shall expressly assume, by an agreement supplemental hereto in- denture (in form and substance satisfactory to the Trus- tee), executed and delivered to, and in form reasonably satisfactory to, to the Fiscal AgentTrustee, the due and punctual payment of the principal of, premium (and premium, if any) , and interest on the Notes, and any Additional Amounts, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Fiscal Agency Agreement, the Notes and the Guarantee performance of every covenant of the Notes and the Indenture on the part of the Issuer and the Guarantor, respectively, Company to be performed or observed, ; (b2) immediately after giving effect to such transaction and treating the assumption contemplated by clause (1)(b)(y) above (including giv- ing effect to any indebtedness which becomes an obligation Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Issuer Company or the Guarantorsuch Surviving Entity, as the case may be, as a result shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 5.01; (3) immediately before and immediately after giving effect to such transaction as having been and the assumption contemplated by clause (1)(b)(y) above (including, without limitation, giving effect to any Indebted- ness and Acquired Indebtedness incurred by or anticipated to be incurred and any Lien granted in connection with or in respect of the Issuer or the Guarantor at the time of such transactiontransac- tion), no Default or Event of Default (as defined below), shall have occurred and or be continuing, con- tinuing; and (c4) the Issuer Company or the Guarantor, as the case may be, has Surviving Entity shall have delivered to the Fiscal Agent Trustee an officer’s 's certificate and an opinion Opinion of counsel as Counsel, each to matters of law stating the effect that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance other disposition and, if a supplemental agreement supplemen- tal indenture is required in connection with such transaction, such supplemental agreement comply indenture complies with the Fiscal Agency Agreement, applicable provisions of the Notes and the Guarantee Indenture and that all conditions precedent herein provided for in the Indenture relating to such transaction have been complied with.satisfied. For purposes of the foregoing, the transfer (by lease, assign- ment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Re- stricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Section 6.02

Merger, Consolidation and Sale of Assets. Nothing contained The Company shall not, in the Fiscal Agency Agreement a single transaction or in the Notes shall prevent any consolidation a series of the Issuer related transactions, consolidate with or the Guarantor with, merge with or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, any other corporation or corporations (whether or not affiliated with the Issuer or the Guarantor, as the case may be), or successive consolidations. mergers or reorganizations (including amalgamations) to which the Issuer, the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, transfer, lease or conveyance of the property of the Issuer or the Guarantor as an entirety or substantially as an entirety; provided that (a) in case the Issuer or the Guarantor shall consolidate with, merge, reorganize or amalgamate into another corporation, or sell, assign, transfer, lease lease, convey or convey its property as an entirety otherwise dispose of all or substantially as an entirety all of the Company's or any Guarantor's assets determined on a consolidated basis for the Company to any corporation, another Person or adopt a plan of liquidation unless (a) either (i) the corporation Company is the Surviving Person or (2) the Person (if other than the Company) formed by such consolidation or into which the Issuer Company is merged or the Guarantor is mergedPerson that acquires by conveyance, reorganized transfer or amalgamated or lease the corporation which acquired by sale, transfer, lease or conveyance the property properties and assets of the Issuer Company or the such Guarantor substantially as an entirety or substantially as an entirety in the case of a plan of liquidation, the Person to which assets of the Company have been transferred, shall be a corporation corporation, partnership, limited liability company or trust organized and existing under the laws of Canada the United States or Korea, as any State thereof or the case may be, and District of Columbia; (b) such Surviving Person shall expressly assume, by an agreement supplemental hereto executed and delivered to, and in form reasonably satisfactory to, the Fiscal Agent, the due and punctual payment of the principal of, premium (if any) and interest on the Notes, and any Additional Amounts, according to their tenor, and the due and punctual performance and observance of assume all of the covenants and conditions obligations of the Fiscal Agency Agreement, Company or such Guarantor under the Notes Securities and this Indenture pursuant to a supplemental indenture in a form and substance reasonably satisfactory to the Guarantee on the part of the Issuer and the Guarantor, respectively, to be performed or observed, Trustee; (bc) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation the use of the Issuer proceeds therefrom (on a pro forma basis, including giving effect to any Indebtedness incurred or the Guarantor, as the case may be, as a result of such transaction as having been anticipated to be incurred by the Issuer or the Guarantor at the time of in connection with such transaction), (x) no Default or Event of Default (as defined below), shall have occurred and be continuing, continuing and (cy) the Issuer or the Guarantor, as Company (in the case may be, of clause (i) of the foregoing clause (a)) or such Person (in the case of clause (ii) of the foregoing clause (a)) shall be able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.04; and (d) the Company has delivered to the Fiscal Agent Trustee prior to the consummation of the proposed transaction an officer’s certificate Officers' Certificate and an opinion Opinion of counsel as to matters of law Counsel, each stating that such consolidation, merger, sale, transfer, lease merger or conveyance and, if a supplemental agreement is required in connection transfer complies with such transaction, such supplemental agreement comply with the Fiscal Agency Agreement, the Notes and the Guarantee this Indenture and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Restricted Subsidiaries, the Capital Stock of which constitutes all or substantially all of the properties or assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing clauses (b) and (c), (A) any Restricted Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties and assets to the Company and (B) the Company may merge with an Affiliate thereof organized solely for the purpose of reorganizing the Company in another jurisdiction in the U.S. to realize tax or other benefits. Notwithstanding the foregoing, clauses (b), (c) and (d) shall not apply to the Recapitalization.

Merger, Consolidation and Sale of Assets. Nothing contained Abraxas will not, in the Fiscal Agency Agreement a single transaction or in the Notes shall prevent series of related transactions, consolidate or merge with or into any consolidation of the Issuer or the Guarantor with, or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, any other corporation or corporations (whether or not affiliated with the Issuer or the Guarantor, as the case may be), or successive consolidations. mergers or reorganizations (including amalgamations) to which the Issuer, the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, transfer, lease or conveyance of the property of the Issuer or the Guarantor as an entirety or substantially as an entirety; provided that (a) in case the Issuer or the Guarantor shall consolidate with, merge, reorganize or amalgamate into another corporationPerson, or sell, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of Abraxas' assets (determined on a consolidated basis for Abraxas and its property Restricted Subsidiaries), whether as an entirety or substantially as an entirety to any corporationPerson unless: (a) either (i) Abraxas or such Restricted Subsidiary, as the case may be, shall be the surviving or continuing corporation or (ii) the Person (if other than Abraxas) formed by such consolidation or into which the Issuer Abraxas is merged or the Guarantor is merged, reorganized or amalgamated or the corporation Person which acquired acquires by sale, assignment, transfer, lease lease, conveyance or conveyance other disposition the property properties and assets of the Issuer or the Guarantor as an entirety or Abraxas and its Restricted Subsidiaries substantially as an entirety (the "Surviving Entity") (x) shall be a corporation organized and validly existing under the laws of the United States or any state thereof or the District of Columbia (or if such Restricted Subsidiary was formed under the laws of Canada or Koreaany province or territory thereof, as such Surviving Entity shall be a corporation organized and validly existing under the case may be, laws of Canada or any province or territory thereof) and (y) shall expressly assume, by an agreement supplemental hereto indenture (in form and substance satisfactory to the Trustee), executed and delivered to, and in form reasonably satisfactory to, to the Fiscal AgentTrustee, the due and punctual payment of the principal of, premium (premium, if any) , and interest on the Notes, and any Additional Amounts, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Fiscal Agency Agreement, the Notes and the Guarantee performance of every covenant of the Notes, this Indenture and the Security Documents on the part of the Issuer and the Guarantor, respectively, Abraxas to be performed or observed, ; (b) immediately after giving effect to such transaction and treating the assumption contemplated by clause (a)(ii)(y) above (including giving effect to any indebtedness which becomes an obligation Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the Issuer such transaction), Abraxas or the Guarantorsuch Surviving Entity, as the case may be, as (i) shall have a result Consolidated Net Worth equal to or greater than the Consolidated Net Worth of Abraxas immediately prior to such transaction as having been and (ii) shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12 hereof; (c) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (a)(ii)(y) above (including, without limitation, giving effect to any Indebtedness incurred by or anticipated to be incurred and any Lien granted in connection with or in respect of the Issuer or the Guarantor at the time of such transaction), no Default or Event of Default (as defined below), shall have occurred and or be continuing, ; and (cd) the Issuer Abraxas or the GuarantorSurviving Entity, as the case may be, has shall have delivered to the Fiscal Agent Trustee an officer’s certificate Officers' Certificate and an opinion Opinion of counsel as to matters of law Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance other disposition and, if a supplemental agreement indenture is required in connection with such transaction, such supplemental agreement indenture comply with the Fiscal Agency Agreement, the Notes and the Guarantee applicable provisions hereof and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with.satisfied; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of Abraxas. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of Abraxas, shall be deemed to be the transfer of all or substantially all of the properties and assets of Abraxas. Each Subsidiary Guarantor (other than any Subsidiary Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with the provisions of this Indenture described under this Section 5.01) will not, and Abraxas will not cause or permit any Subsidiary Guarantor to, consolidate with or merge with or into any Person other than an Issuer or another Subsidiary Guarantor that is a Wholly Owned Restricted Subsidiary unless: (a) the entity formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is a corporation organized and existing under the laws of the United States or any state thereof or the District of Columbia (or if such Restricted Subsidiary was formed under the laws of Canada or any province or territory thereof, such Surviving Entity shall be a corporation organized and validly existing under the laws of Canada or any province or territory thereof); (b) such entity assumes by execution of a supplemental indenture all of the obligations of the Subsidiary Guarantor under its Guarantee; (c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (d) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, Abraxas could satisfy the provisions of clause (b) of the first paragraph of this Section 5.01. Any merger or consolidation of a Subsidiary Guarantor with and into an Issuer (with such Issuer being the Surviving Entity) or another Subsidiary

Merger, Consolidation and Sale of Assets. Nothing contained in the Fiscal Agency Agreement (i) The Company shall not, and shall not permit any Restricted Subsidiary to, merge or in the Notes shall prevent any consolidation of the Issuer consolidate with or the Guarantor with, or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, into any other corporation entity or corporations (whether or not affiliated with the Issuer or the Guarantorsell, as the case may be)convey, or successive consolidations. mergers or reorganizations (including amalgamations) to which the Issuer, the Guarantor or its successor or successors shall be a party or parties, or shall prevent any saleassign, transfer, lease or conveyance otherwise dispose of all or substantially all of the property of Company's assets (determined on a consolidated basis for the Issuer or Company and the Guarantor as an entirety or substantially as an entirety; provided that Restricted Subsidiaries) unless (a) in case the Issuer or the Guarantor shall consolidate with, merge, reorganize or amalgamate into another corporation, or sell, transfer, lease or convey its property as an entirety or substantially as an entirety to any corporation, the corporation entity formed by or surviving any such consolidation or into merger (if other than the Company or such Restricted Subsidiary) or to which the Issuer or the Guarantor is merged, reorganized or amalgamated or the corporation which acquired by such sale, transfer, lease transfer or conveyance is made (the property of the Issuer or the Guarantor as an entirety or substantially as an entirety "Surviving Entity") shall be a corporation organized and existing under the laws of Canada the United States of America (or Koreaany state thereof) and such corporation expressly assumes, by supplemental indenture satisfactory to the Trustee, all obligations of the Company or such Restricted Subsidiary, as the case may be, and shall expressly assume, by an agreement supplemental hereto executed and delivered to, and in form reasonably satisfactory to, the Fiscal Agent, the due and punctual payment of the principal of, premium (if any) and interest on the Notes, and any Additional Amounts, according pursuant to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Fiscal Agency Agreement, the Notes and the Guarantee on the part of the Issuer and the Guarantor, respectively, to be performed or observed, this Indenture; (b) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis, no Default or Event of Default (and no event that, after notice or lapse of time, or both, would become an Event of Default) shall have occurred and be continuing; (c) immediately after giving effect to such transaction and treating or series of transactions on a pro forma basis (including, without limitation, any indebtedness which becomes an obligation Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Issuer Company or the GuarantorSurviving Entity, as the case may be, as a result would be able to Incur at least $1.00 of such transaction as having been incurred by additional debt pursuant to clause (i) of the Issuer or definition of Permitted Indebtedness; and (d) the Guarantor at the time of such transaction, no Event of Default (as defined below), Company shall have occurred and be continuing, and (c) the Issuer or the Guarantor, as the case may be, has delivered to the Fiscal Agent Trustee an officer’s certificate Officers' Certificate and an opinion Opinion of counsel as to matters of law Counsel, each stating that such consolidation, mergermerger or transfer and such supplemental indenture (if any) comply with this Indenture. Notwithstanding the foregoing, saleno Subsidiary Guarantor shall merge or consolidate with or into any other entity, or sell, convey, assign, transfer, lease or conveyance andotherwise dispose of all or substantially all of its assets (other than to the Company or another Subsidiary Guarantor), if a supplemental agreement is required unless the Company and its remaining Restricted Subsidiaries are in connection compliance with such transactionSections 5.01(i)(b), such supplemental agreement comply with the Fiscal Agency Agreement, the Notes (c) and the Guarantee and that all conditions precedent herein provided for relating to such transaction have been complied with(d).

Merger, Consolidation and Sale of Assets. Nothing contained Neither Issuer will, in the Fiscal Agency Agreement a single transaction or in the Notes shall prevent series of related transactions, consolidate or merge with or into any consolidation of the Issuer or the Guarantor with, or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, any other corporation or corporations (whether or not affiliated with the Issuer or the Guarantor, as the case may be), or successive consolidations. mergers or reorganizations (including amalgamations) to which the Issuer, the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, transfer, lease or conveyance of the property of the Issuer or the Guarantor as an entirety or substantially as an entirety; provided that (a) in case the Issuer or the Guarantor shall consolidate with, merge, reorganize or amalgamate into another corporationPerson, or sell, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of such Issuer's assets (determined on a consolidated basis for such Issuer and its property Restricted Subsidiaries), whether as an entirety or substantially as an entirety to any corporationPerson unless: (a) either (i) such Issuer or such Restricted Subsidiary, as the case may be, shall be the surviving or continuing corporation or (ii) the Person (if other than such Issuer) formed by such consolidation or into which the such Issuer is merged or the Guarantor is merged, reorganized or amalgamated or the corporation Person which acquired acquires by sale, assignment, transfer, lease lease, conveyance or conveyance other disposition the property assets of the such Issuer or the Guarantor as an entirety or and its Restricted Subsidiaries substantially as an entirety (the "Surviving Entity") (x) shall be a corporation organized and validly existing under the laws of the United States or any state thereof or the District of Columbia (or, if such Issuer is Canadian Abraxas, such Surviving Entity may be a corporation organized and validly existing under the laws of Canada or Korea, as the case may be, any province or territory thereof) and (y) shall expressly assume, by an agreement supplemental hereto indenture (in form and substance satisfactory to the Trustee), executed and delivered to, and in form reasonably satisfactory to, to the Fiscal AgentTrustee, the due and punctual payment of the principal of, premium (premium, if any) , and interest on the Notes, and any Additional Amounts, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Fiscal Agency Agreement, the Notes and the Guarantee performance of every covenant of the Notes, this Indenture and the Security Documents on the part of the such Issuer and the Guarantor, respectively, to be performed or observed, ; (b) immediately after giving effect to such transaction and treating the assumption contemplated by clause (a)(ii)(y) above (including giving effect to any indebtedness which becomes an obligation Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the such transaction), such Issuer or the Guarantorsuch Surviving Entity, as the case may be, as (i) shall have a result Consolidated Net Worth equal to or greater than the Consolidated Net Worth of such Issuer immediately prior to such transaction as having been incurred by the Issuer or the Guarantor and (ii) shall be able to incur at the time least $1.00 of such transaction, no Event of Default additional Indebtedness (as defined below), shall have occurred and be continuing, and other than Permitted Indebtedness) pursuant to Section 4.12 hereof; (c) the Issuer or the Guarantor, as the case may be, has delivered to the Fiscal Agent an officer’s certificate immediately before and an opinion of counsel as to matters of law stating that such consolidation, merger, sale, transfer, lease or conveyance and, if a supplemental agreement is required in connection with such transaction, such supplemental agreement comply with the Fiscal Agency Agreement, the Notes and the Guarantee and that all conditions precedent herein provided for relating to such transaction have been complied with.immediately

Merger, Consolidation and Sale of Assets. Nothing contained in the Fiscal Agency Agreement or in the Notes shall prevent Except as otherwise provided as contemplated by Section 3.01 with respect to any consolidation series of the Issuer or the Guarantor with, or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, any other corporation or corporations (whether or not affiliated with the Issuer or the Guarantor, as the case may be), or successive consolidations. mergers or reorganizations (including amalgamations) to which the Issuer, the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, transfer, lease or conveyance of the property of the Issuer or the Guarantor as an entirety or substantially as an entirety; provided that Securities: (a) in case The Company will not consolidate with any other entity or permit a merger of any other entity into the Issuer Company or permit the Guarantor shall consolidate with, merge, reorganize or amalgamate Company to be merged into another corporationany other entity, or sell, transferconvey, transfer or lease or convey its property as an entirety all or substantially as an entirety all its assets to any corporationanother entity, unless (i) either the corporation formed by such consolidation or into which Company shall be the Issuer continuing entity, or the Guarantor is mergedsuccessor, reorganized transferee or amalgamated or lessee entity (if other than the corporation which acquired by sale, transfer, lease or conveyance the property of the Issuer or the Guarantor as an entirety or substantially as an entirety Company) shall be a corporation organized and existing under the laws of Canada the United States or Korea, as any State thereof or the case may be, District of Columbia and shall expressly assume, by an agreement indenture supplemental hereto hereto, executed and delivered toby such entity prior to or simultaneously with such consolidation, and in form reasonably satisfactory tomerger, the Fiscal Agentsale, conveyance, transfer or lease, the due and punctual payment of the principal ofof and interest and premium, premium (if any) and interest , on all the Notes, and any Additional AmountsSecurities, according to their tenor, and the due and punctual performance and observance of all of other obligations to the covenants and conditions of the Fiscal Agency Agreement, the Notes Holders and the Guarantee on Trustee under this Indenture or under the part of the Issuer and the Guarantor, respectively, Securities to be performed or observed, observed by the Company; and (bii) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or the Guarantor, as the case may be, as a result of such transaction as having been incurred by the Issuer or the Guarantor at the time of such transaction, no Event of Default (as defined below), shall have occurred and be continuing, and (c) the Issuer or the Guarantor, as the case may be, has delivered to the Fiscal Agent an officer’s certificate and an opinion of counsel as to matters of law stating that such consolidation, merger, sale, transferconveyance, transfer or lease the Company or conveyance andthe successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. The Company, or successor, transferee or lessee shall deliver to the Trustee upon the consummation of the proposed transaction an Officer’s Certificate and an Opinion of Counsel pursuant to Section 16.01 and stating that the proposed transaction complies with this Indenture and stating, if a applicable, that the supplemental agreement indenture complies with this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is required in connection with merged or to which the Company is sold or to which such transactionconveyance, such supplemental agreement comply transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the Fiscal Agency Agreementsame effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the Notes predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Guarantee Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that all conditions precedent herein provided for relating to such transaction have been complied with.shall at the time be the successor of the 34

Merger, Consolidation and Sale of Assets. (a) Nothing contained in the Fiscal Agency Agreement this Indenture or in any of the Notes Securities shall prevent any consolidation or merger of the Issuer or the Parent Guarantor with, with or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, into any other corporation Person or corporations Persons (whether or not affiliated with the Issuer or the Parent Guarantor, as the case may beapplicable), or successive consolidations. consolidations or mergers or reorganizations (including amalgamations) to in which the IssuerIssuer or the Parent Guarantor, the Guarantor or its their successor or successors successors, shall be a party or parties, or shall prevent any sale, transfer, lease conveyance or conveyance transfer of the property properties and assets of the Issuer or the Parent Guarantor as an entirety or substantially as an entirety; provided that (a) in case the Issuer or the Guarantor shall consolidate with, merge, reorganize or amalgamate into another corporation, or sell, transfer, lease or convey its property as an entirety or substantially as an entirety to any corporation, the corporation formed by such consolidation other Person (whether or into which not affiliated with the Issuer or the Guarantor is mergedParent Guarantor, reorganized as applicable) lawfully entitled to acquire the same; provided, however, and the Issuer and the Parent Guarantor, as applicable, each hereby covenants and agrees, that upon any such consolidation, merger, conveyance or amalgamated or the corporation which acquired by sale, transfer, lease or conveyance (i) in the property case of the Issuer or the Guarantor as an entirety or substantially as an entirety shall be a corporation organized under the laws of Canada or Korea, as the case may be, and shall expressly assume, by an agreement supplemental hereto executed and delivered to, and in form reasonably satisfactory to, the Fiscal AgentIssuer, the due and punctual payment of the principal ofof and premium, premium (if any) , and interest on all of the Notes, and any Additional AmountsSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Fiscal Agency Agreement, the Notes and the Guarantee on the part of the Issuer and the Guarantor, respectively, this Indenture to be performed or observedby the Issuer, or, in the case of the Parent Guarantor, the performance of the Guarantee and the performance and observance of all the covenants and conditions of this Indenture to be performed by the Parent Guarantor, shall be expressly assumed, by indenture supplemental hereto, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the Person (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of if other than the Issuer or the Parent Guarantor, as the case may be) formed by such consolidation, or into which the Issuer or the Parent Guarantor, as the case may be, as a result of such transaction as having shall have been incurred merged, or by the Issuer or the Guarantor at the time of such transaction, no Event of Default (as defined below), Person which shall have occurred acquired such properties and be continuingassets, and (cii) the Issuer or the Parent Guarantor, as the case may be, has delivered shall deliver to the Fiscal Agent Trustee an officerOfficer’s certificate Certificate and an opinion Opinion of counsel as to matters of law Counsel, each stating that such consolidation, merger, sale, transfer, lease conveyance or conveyance and, if a supplemental agreement is required in connection with such transaction, transfer and such supplemental agreement indenture comply with the Fiscal Agency Agreement, the Notes and the Guarantee this Section 6.04 and that all conditions precedent herein provided for relating to such transaction have been complied withwith and that it constitutes the legal, valid and binding obligation of the successor, subject to customary exceptions.

Merger, Consolidation and Sale of Assets. Nothing contained in the Fiscal Agency Agreement or in the Notes shall prevent any consolidation of the Issuer or the Guarantor with, or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, any other corporation or corporations (whether or not affiliated with the Issuer or the Guarantor, as the case may be), or successive consolidations. mergers or reorganizations (including amalgamations) to which the Issuer, the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, transfer, lease or conveyance of the property of the Issuer or the Guarantor as an entirety or substantially as an entirety; provided that (a) No Issuer shall, in case the Issuer a single transaction or the Guarantor shall series of related transactions, consolidate with, merge, reorganize or amalgamate merge with or into another corporationany Person, or sell, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of such Issuer to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the assets of such Issuer and its property Restricted Subsidiaries (determined on a consolidated basis for such Issuer and its Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any corporation, Person unless: (i) either (1) such Issuer shall be the surviving or continuing corporation or (2) the Person (if other than such Issuer) formed by such consolidation or into which the such Issuer is merged or the Guarantor is merged, reorganized or amalgamated or the corporation Person which acquired acquires by sale, assignment, transfer, lease lease, conveyance or conveyance other disposition the property properties and assets of the such Issuer or the Guarantor as an entirety or and its Restricted Subsidiaries substantially as an entirety (for purposes of this paragraph, the "Surviving Entity") (x) shall be a corporation corporation, partnership, trust or a limited liability company organized and validly existing under the laws of Canada the United States or Korea, as any State thereof or the case may be, District of Columbia and (y) shall expressly assume, by an agreement supplemental hereto indenture (in form and substance satisfactory to the Trustee), executed and delivered to, and in form reasonably satisfactory to, to the Fiscal AgentTrustee, the due and punctual payment of the principal of, premium (and premium, if any) , and interest on the Notes, and any Additional Amounts, according to their tenor, and the due and punctual performance and observance of all of the covenants Securities and conditions the performance of every covenant of the Fiscal Agency AgreementSecurities, the Notes this Indenture and the Guarantee Registration Rights Agreement on the part of the such Issuer and the Guarantor, respectively, to be performed or observed, ; (bii) immediately after giving effect to such transaction and treating the assumption contemplated by clause (i)(2)(y) above (including giving effect to any indebtedness which becomes an obligation Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of the such transaction), such Issuer or the Guarantorsuch Surviving Entity, as the case may be, as a result shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.4; (iii) immediately before and immediately after giving effect to such transaction as having been and the assumption contemplated by clause (1)(ii)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred by or anticipated to be incurred and any Lien granted in connection with or in respect of the Issuer or the Guarantor at the time of such transaction), no Default or Event of Default (as defined below), shall have occurred and or be continuing, ; and (civ) the such Issuer or the GuarantorSurviving Entity, as the case may be, has shall have delivered to the Fiscal Agent Trustee an officer’s certificate Officers' Certificate and an opinion Opinion of counsel as to matters of law Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance other disposition and, if a supplemental agreement indenture is required in connection with such transaction, such supplemental agreement indenture comply with the Fiscal Agency Agreement, the Notes and the Guarantee applicable provisions of this Indenture and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied withsatisfied. Notwithstanding the foregoing, the merger of an Issuer with an Affiliate incorporated solely for the purpose of reincorporating or similarly reorganizing such in another jurisdiction shall be permitted.

Merger, Consolidation and Sale of Assets. Nothing contained in the Fiscal Agency Agreement or in the Notes shall prevent any consolidation of the Issuer or the Guarantor with, or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, any other corporation or corporations (whether or not affiliated with the Issuer or the Guarantor, as the case may be), or successive consolidations. mergers or reorganizations (including amalgamations) to which the Issuer, the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, transfer, lease or conveyance of the property of the Issuer or the Guarantor as an entirety or substantially as an entirety; provided that (a) The Company shall not, in case the Issuer a single transaction or the Guarantor shall series of related transactions, consolidate with, merge, reorganize or amalgamate merge with or into another corporationany Person, or sell, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey its property or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any corporation, Person unless: (i) either (1) the Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by such consolidation or into which the Issuer Company is merged or the Guarantor is merged, reorganized or amalgamated or the corporation Person which acquired acquires by sale, assignment, transfer, lease lease, conveyance or conveyance other disposition the property properties and assets of the Issuer or Company and of the Guarantor as an entirety or Company's Restricted Subsidiaries substantially as an entirety (the "Surviving Entity"); (x) shall be ---------------- a corporation corporation, partnership, trust or a limited liability company organized and validly existing under the laws of Canada the United States or Korea, as any State thereof or the case may be, District of Columbia and (y) shall expressly assume, by an agreement supplemental hereto indenture, executed and delivered to, and in form reasonably satisfactory to, to the Fiscal AgentTrustee, the due and punctual payment of the principal of, premium (and premium, if any) , and interest on the Notes, and any Additional Amounts, according to their tenor, and the due and punctual performance and observance of all of the covenants Securities and conditions the performance of every covenant of the Fiscal Agency AgreementSecurities, the Notes this Indenture and the Guarantee Registration Rights Agreement on the part of the Issuer and the Guarantor, respectively, Company to be performed or observed; provided that if at any time the Company or the Surviving Entity is a -------- limited liability company, (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation partnership or trust, there shall be a co-issuer of the Issuer or Securities that is a Restricted Subsidiary of the Guarantor, as the case may be, as a result of such transaction as having been incurred by the Issuer or the Guarantor at the time of such transaction, no Event of Default (as defined below), shall have occurred and be continuing, and (c) the Issuer or the Guarantor, as the case may be, has delivered to the Fiscal Agent an officer’s certificate and an opinion of counsel as to matters of law stating that such consolidation, merger, sale, transfer, lease or conveyance and, if a supplemental agreement is required in connection with such transaction, such supplemental agreement comply with the Fiscal Agency Agreement, the Notes and the Guarantee Company and that all conditions precedent herein provided for relating to such transaction have been complied with.is a corporation organized and existing under the laws of the United States or any State thereof or

Merger, Consolidation and Sale of Assets. Nothing contained in the Fiscal Agency Agreement The Company shall not consolidate or in the Notes shall prevent any consolidation of the Issuer merge with or the Guarantor with, or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, any other corporation or corporations into (whether or not affiliated with the Issuer or Company is the Guarantor, as the case may beSurviving Person), or, directly or successive consolidations. mergers indirectly through one or reorganizations (including amalgamations) to which the Issuermore Restricted Subsidiaries, the Guarantor or its successor or successors shall be a party or partiessell, or shall prevent any saleassign, transfer, lease lease, convey or conveyance otherwise dispose of the property of the Issuer or the Guarantor as an entirety all or substantially as an entirety; provided that all of its properties or assets in one or more related transactions, to another Person or Persons unless (ai) in case the Issuer or the Guarantor shall consolidate with, merge, reorganize or amalgamate into another corporation, or sell, transfer, lease or convey its property as an entirety or substantially as an entirety to any corporation, the corporation formed by such consolidation or into which the Issuer or the Guarantor Surviving Person is merged, reorganized or amalgamated or the corporation which acquired by sale, transfer, lease or conveyance the property of the Issuer or the Guarantor as an entirety or substantially as an entirety shall be a corporation or limited liability company or limited partnership organized or existing under the laws of Canada the United States, any state thereof or Koreathe District of Columbia; provided that at any time the Company or its successor is not a corporation, as there shall be a co-issuer of the case may be, Notes that is a corporation (ii) the Surviving Person (if other than the Company) assumes all the obligations of the Company under this Indenture and shall expressly assume, by an agreement the Notes pursuant to a supplemental hereto executed and delivered to, and indenture in a form reasonably satisfactory to, to the Fiscal Agent, the due and punctual payment of the principal of, premium Trustee; (if any) and interest on the Notes, and any Additional Amounts, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Fiscal Agency Agreement, the Notes and the Guarantee on the part of the Issuer and the Guarantor, respectively, to be performed or observed, (biii) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or the Guarantor, as the case may be, as a result of such transaction as having been incurred by the Issuer or the Guarantor at the time of such transaction, no Default or Event of Default (as defined below), shall have occurred and be continuing; (iv) the Surviving Person causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the Surviving Person; (v) the Collateral owned by or transferred to the Surviving Person shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject to any Lien other than Permitted Collateral Liens; (vi) the Issuer property and assets of the Person which is merged or consolidated with or into the GuarantorSurviving Person, as the case may be, has delivered to the Fiscal Agent an officer’s certificate extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and an opinion the Surviving Person shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of counsel as the Security Documents in the manner and to matters of law stating that such consolidation, merger, sale, transfer, lease or conveyance and, if a supplemental agreement is the extent required in connection this Indenture; and (vii) at the time of such transaction and after giving pro forma effect thereto (other than a merger with such transaction, such supplemental agreement comply with the Fiscal Agency Agreementa wholly-owned Subsidiary or for purposes of reincorporating into another state), the Notes and Surviving Person would (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.07(a) or (b) have a lower Debt to Operating Cash Flow Ratio immediately after the Guarantee and that all conditions precedent herein provided for relating transaction than the Company’s Debt to such transaction have been complied withOperating Cash Flow Ratio immediately prior to the transaction.

Merger, Consolidation and Sale of Assets. Nothing contained in the Fiscal Agency Agreement or in the Notes shall prevent any consolidation of the Issuer or the Guarantor with, or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, any other corporation or corporations (whether or not affiliated with the Issuer or the Guarantor, as the case may be), or successive consolidations. , mergers or reorganizations (including amalgamations) to which the Issuer, the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, transfer, lease or conveyance of the property of the Issuer or the Guarantor as an entirety or substantially as an entirety; provided that (a) in case the Issuer or the Guarantor shall consolidate with, merge, reorganize or amalgamate into another corporation, or sell, transfer, lease or convey its property as an entirety or substantially as an entirety to any corporation, the corporation formed by such consolidation or into which the Issuer or the Guarantor is merged, reorganized or amalgamated or the corporation which acquired by sale, transfer, lease or conveyance the property of the Issuer or the Guarantor as an entirety or substantially as an entirety shall be a corporation organized under the laws of Canada or Korea, as the case may be, and shall expressly assume, by an agreement supplemental hereto executed and delivered to, and in form reasonably satisfactory to, the Fiscal Agent, the due and punctual payment of the principal of, premium (if any) and interest on the Notes, and any Additional Amounts, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Fiscal Agency Agreement, the Notes and the Guarantee on the part of the Issuer and the Guarantor, respectively, to be performed or observed, (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or the Guarantor, as the case may be, as a result of such transaction as having been incurred by the Issuer or the Guarantor at the time of such transaction, no Event of Default (as defined below), shall have occurred and be continuing, and (c) the Issuer or the Guarantor, as the case may be, has delivered to the Fiscal Agent an officer’s certificate and an opinion of counsel as to matters of law stating that such consolidation, merger, sale, transfer, lease or conveyance and, if a supplemental agreement is required in connection with such transaction, such supplemental agreement comply with the Fiscal Agency Agreement, the Notes and the Guarantee and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger, Consolidation and Sale of Assets. Nothing contained in the Fiscal Agency Agreement or in the Notes shall prevent any consolidation of the Issuer or the Guarantor with, or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, any other corporation or corporations (whether or not affiliated with the Issuer or the Guarantor, as the case may be), or successive consolidations. mergers or reorganizations (including amalgamations) to which the Issuer, the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, transfer, lease or conveyance of the property of the Issuer or the Guarantor as an entirety or substantially as an entirety; provided that (a) The Company shall not, in case the Issuer a single transaction or the Guarantor shall series of related transactions, consolidate with, merge, reorganize or amalgamate merge with or into another corporationany Person, or sell, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Subsidiary of the Company to sell, assign, transfer, lease, convey its property or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis), whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Company shall be the surviving corporation, partnership, trust or limited liability company or (2) the corporation Person (if other than the Company) formed by or surviving any such consolidation or into merger or to which the Issuer or the Guarantor is mergedsuch sale, reorganized or amalgamated or the corporation which acquired by saleassignment, transfer, lease lease, conveyance or conveyance other disposition (the property of the Issuer or the Guarantor as an entirety or substantially as an entirety "Surviving Entity") shall have been made (x) shall be a corporation corporation, partnership, trust or limited liability company organized and existing under the laws of Canada the United States, any state thereof or Korea, as the case may be, District of Columbia and (y) shall expressly assume, by an agreement supplemental hereto indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to, and in form reasonably satisfactory to, to the Fiscal AgentTrustee, the due and punctual payment of the principal of, premium (and premium, if any) , and interest on the Notes, and any Additional Amounts, according to their tenor, and the due and punctual performance and observance of all of the covenants Securities and conditions the performance of every covenant of the Fiscal Agency Agreement, the Notes Securities and the Guarantee this Indenture on the part of the Issuer and the Guarantor, respectively, Company to be performed or observed, ; (bii) immediately before and immediately after giving effect to such transaction no Default or Event of Default shall have occurred or be continuing; and treating any indebtedness which becomes an obligation of (iii) the Issuer Company or the GuarantorSurviving Entity, as the case may be, as a result of such transaction as having been incurred by the Issuer or the Guarantor at the time of such transaction, no Event of Default (as defined below), shall have occurred and be continuing, and (c) the Issuer or the Guarantor, as the case may be, has delivered to the Fiscal Agent Trustee an officer’s certificate Officers' Certificate and an opinion Opinion of counsel as to matters of law Counsel, each stating that (x) such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance other disposition and, if a supplemental agreement indenture is required in connection with such transaction, such supplemental agreement indenture comply with the Fiscal Agency Agreement, the Notes applicable provisions of this Indenture and the Guarantee and that (y) all conditions precedent herein provided for in this Indenture relating to such transaction have been complied withsatisfied. Notwithstanding the foregoing, (i) the merger of the Company with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction shall be permitted and (ii) the merger of any Subsidiary of the Company into the Company or the transfer, lease, conveyance or other disposition of all or substantially all of the assets of a Subsidiary of the Company to the Company shall be permitted so long as the Company delivers to the Trustee an Officers' Certificate stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition complies with the applicable provisions of the Indenture, and that the purpose of such merger, transfer, lease, conveyance or other disposition is not to consummate a transaction that would otherwise be prohibited by this Indenture.

Merger, Consolidation and Sale of Assets. Nothing contained in the Fiscal Agency Agreement or in the Notes shall prevent any consolidation of the Issuer or the Guarantor with, or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, any other corporation or corporations (whether or not affiliated with the Issuer or the Guarantor, as the case may be), or successive consolidations. mergers or reorganizations (including amalgamations) to which the Issuer, the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, transfer, lease or conveyance of the property of the Issuer or the Guarantor as an entirety or substantially as an entirety; provided that (a) in case the The Issuer and Holdings may not consummate a Division as a Dividing Person and may not consolidate or the Guarantor shall consolidate with, merge, reorganize merge with or amalgamate into another corporationany other Person, or selllease, transfer, lease sell or convey transfer all or substantially all of its property as an entirety or substantially as an entirety to any corporation, and assets unless: (1) the corporation Person formed by such consolidation or into which the Issuer or the Guarantor is merged, reorganized or amalgamated or the corporation which acquired by sale, transfer, lease or conveyance the property of the Issuer or the Guarantor as an entirety or substantially as an entirety shall be a corporation organized under the laws of Canada or KoreaHoldings, as the case may be, is merged, or the Person which acquires by lease, sale or transfer all or substantially all of the property and shall expressly assumeassets of the Issuer or Holdings or the Division Successor surviving any Division, by an agreement supplemental hereto executed as the case may be, is a corporation organized and delivered toexisting under the laws of Australia, and in form reasonably satisfactory toSwitzerland, any Member State of the European Union, the Fiscal AgentUnited Kingdom or, any state of the due United States or the District of Columbia; (2) (x) the Person formed by such consolidation or into which the Issuer or Holdings, as the case may be, is merged, or the Person which acquires by lease, sale or transfer all or substantially all of the property and punctual payment assets of the Issuer or Holdings, as the case may be, agrees (i) in the case of the Issuer, to pay the principal of, and any premium (if any) and interest on on, the Notes, assume, perform and any Additional Amountsobserve all obligations, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Fiscal Agency AgreementIssuer and Holdings, as the case may be, under this Indenture by executing and delivering to the Trustee a supplemental indenture and (ii) in the case of Holdings, to guarantee the Notes pursuant to the terms of this Indenture or (y) in the case of a Division, where the Issuer or Holdings is the Dividing Person, the Notes and the Guarantee on the part Division Successor shall remain or become a co-issuer of the Issuer Notes; and the Guarantor, respectively, to be performed or observed, (b3) immediately after giving effect to such transaction and treating any indebtedness which for borrowed money that becomes an obligation of the Issuer Issuer, Holdings or the Guarantor, as the case may be, any of its Restricted Subsidiaries as a result of such transaction as having been incurred by the Issuer Issuer, Holdings or the Guarantor such Restricted Subsidiaries at the time of such transaction, no Default or Event of Default (as defined below), shall have occurred and be continuing, and (c) the Issuer or the Guarantor, as the case may be, has delivered to the Fiscal Agent an officer’s certificate and an opinion of counsel as to matters of law stating that such consolidation, merger, sale, transfer, lease or conveyance and, if a supplemental agreement is required in connection with such transaction, such supplemental agreement comply with the Fiscal Agency Agreement, the Notes and the Guarantee and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger, Consolidation and Sale of Assets. Nothing contained The Issuer will not, in the Fiscal Agency Agreement a single transaction or in the Notes shall prevent series of related transactions, consolidate or merge with or into any consolidation of the Issuer or the Guarantor with, or merger or reorganization (including amalgamation) of the Issuer or the Guarantor into, any other corporation or corporations (whether or not affiliated with the Issuer or the Guarantor, as the case may be), or successive consolidations. mergers or reorganizations (including amalgamations) to which the Issuer, the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, transfer, lease or conveyance of the property of the Issuer or the Guarantor as an entirety or substantially as an entirety; provided that (a) in case the Issuer or the Guarantor shall consolidate with, merge, reorganize or amalgamate into another corporationPerson, or sell, assign, transfer, lease lease, convey or convey its property otherwise dispose all or substantially all of the Issuer's assets whether as an entirety or substantially as an entirety to any corporation, Person unless: (i) either (1) the corporation Issuer shall be the surviving or continuing entity or (2) the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or the Guarantor is merged, reorganized or amalgamated or the corporation Person which acquired acquires by sale, assignment, transfer, lease lease, conveyance or conveyance other disposition the property properties and assets of the Issuer or the Guarantor as an entirety or substantially as an entirety shall be a corporation organized under (the laws of Canada or Korea, as the case may be, and "Surviving Entity") shall expressly assume, by an agreement supplemental hereto indenture (in form and substance satisfactory to the Trustee), executed and delivered to, and in form reasonably satisfactory to, to the Fiscal AgentTrustee, the due and punctual payment of the principal of, premium (if any) and interest on the Notes, and any Additional Amounts, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Fiscal Agency Agreement, the Notes and the Guarantee performance of every covenant of the Notes and the Indenture on the part of the Issuer and the Guarantor, respectively, to be performed or observed, ; (bii) immediately before and immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or the Guarantor, as the case may be, as a result of such transaction as having been incurred by the Issuer or the Guarantor at the time of such transactionassumption contemplated above, no Event of Default (as defined below), shall have occurred and or be continuing, ; and (ciii) the Issuer or the Guarantor, as the case may be, has Surviving Entity shall have delivered to the Fiscal Agent Trustee an officer’s certificate Officer's Certificate and an opinion Opinion of counsel as to matters of law Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or conveyance other disposition and, if a supplemental agreement indenture is required in connection with such transaction, such supplemental agreement indenture comply with the Fiscal Agency Agreement, the Notes and the Guarantee applicable provisions of this Indenture and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied satisfied. Notwithstanding clause (ii) of the preceding sentence, (a) any subsidiary of the Issuer may consolidate with, merge into or transfer all or part of its properties and assets to the Issuer; (b) the Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating the Issuer in another jurisdiction; and (c) the Issuer may merge with or into BI.