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

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) at least 80% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) FIRST, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness (other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to the Company or an Affiliate of the Company) within fifteen months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) SECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.6(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.6(a) exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.6(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.6(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) in accordance with the procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: : (1) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value Fair Market Value (including as such Fair Market Value to be determined on the value date of all non-cash consideration), as determined in good faith by the Board of Directors, contractually agreeing to such Asset Disposition) of the shares and or other assets subject to such Asset Disposition; and (2) at least 8075% of the aggregate consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) FIRST, to from such Asset Disposition and all other Asset Dispositions since the extent Issue Date, on a cumulative basis, is in the Company elects (form of cash or is required by the terms of any Indebtedness)Cash Equivalents or Additional Assets, to prepay, repay, redeem or purchase Indebtedness (other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary combination thereof. (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to the Company or an Affiliate of the Companyb) The Net Available Cash from such Asset Disposition may be applied, within fifteen months 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) SECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent by the Company electsor such Restricted Subsidiary, as the case may be: (1) to acquire Additional Assets within one year from the later of the date of such Asset Disposition prepay, repay, redeem or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated purchase Pari Passu Indebtedness of the Company designated by (including the CompanyNotes) or a Subsidiary Guarantor or any Indebtedness (other than Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor (in each case, excluding Indebtedness owed to purchase Securities (and such other unsubordinated Indebtedness the Company or an Affiliate of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDEDprovided, HOWEVERhowever, that that, in connection with any prepayment, repayment repayment, redemption or purchase of Indebtedness pursuant to clause (A) or (C) abovethis Section 4.11(b)(1), the Company or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid repaid, redeemed or purchased. Notwithstanding ; or (2) to make capital expenditures in the foregoing provisions Oil and Gas Business or to invest in Additional Assets; provided, that pending the final application of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any such Net Available Cash in accordance with clause (1) or clause (2) of this Section 4.6(a4.11(b), the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. (c) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.11(b) will be deemed to constitute “Excess Proceeds.” Not later than the 366th day from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes and, to the extent required by the terms of other Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”) to purchase the maximum principal amount of Notes and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount (or, in the event such Pari Passu Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) of the Notes and Pari Passu Notes plus accrued and unpaid interest, if any (or in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Indebtedness), to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Notes surrendered by Holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Notes. To the extent that the aggregate principal amount of Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to the Articles Four and Five of this Indenture. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (d) The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the aggregate Net Available Cash from all “Asset Dispositions which is not applied in accordance with this Section 4.6(a) exceeds $10.0 millionDisposition Offer Period”). Pending application No later than five Business Days after the termination of Net Available Cash the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 4.6(a)4.11 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawn, all Notes and Pari Passu Notes validly tendered and not properly withdrawn in response to the Asset Disposition Offer. (e) If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such Net Available Cash shall record date, and no further interest will be invested payable to Holders who tender Notes pursuant to the Asset Disposition Offer. (f) On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Notes or portions of Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Notes so validly tendered and not properly withdrawn, in Temporary Cash Investments each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Notes or applied portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.11 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the paying agent, as the case may be, will promptly (but in any case not later than five Business Days after the termination of the Asset Disposition Offer Period) mail or deliver to temporarily reduce revolving credit indebtednesseach tendering Holder of Notes or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided, that each such new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Note not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. (g) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.11, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. (h) For the purposes of this clause (2) of Section 4.6(a)4.11(a) above, the following are will be deemed to be cash or cash equivalents: cash: (1) the assumption by the transferee of Indebtedness (other than Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Subordinated Obligations or Disqualified Stock of any Restricted Subsidiary that is a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with Section 4.11(b)(1)); and (2) securities securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (b2) In the event of an Section 4.11(a) above shall be deemed satisfied with respect to any Asset Disposition that requires in which the purchase of Securities (and other unsubordinated Indebtedness cash or Cash Equivalents portion of the Company) pursuant to Section 4.6(a)(3)(C)consideration received therefrom, the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) determined in accordance with the procedures (including prorating in foregoing provision on an after-tax basis, is equal to or greater than what the event of overafter-subscription) set forth in Section 4.6(c). If tax proceeds would have been had such Asset Disposition complied with the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition)aforementioned 75% limitation. (1i) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples The requirement of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a4.11(b) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security above shall be deemed to have been accepted for purchase at be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the time the Trustee, directly acquisitions or through an agent, mails or delivers payment therefor expenditures referred to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, therein is entered into by the Company shall comply with or its Restricted Subsidiary within the applicable securities laws specified time period and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance such Net Available Cash is subsequently applied in accordance with such securities laws or regulationsagreement within six months following such agreement.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: : (1a) the Company Borrower or such the Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such the Asset Disposition at least equal to the fair market value of the assets subject to the Asset Disposition (determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by senior management of the Borrower or, if the consideration with respect to such Asset Disposition exceeds $10,000,000, the Board of Directors of the Borrower (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; and (2b) at least 8075% of the consideration thereof from the Asset Disposition received by the Company Borrower or such the Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (Equivalents. The Borrower or such Restricted Subsidiary, as the case may be, may elect to apply all or any portion of the Net Available Cash from such Asset Disposition either: (i) (A) FIRST, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem purchase, repurchase, redeem, defease or purchase Indebtedness (other than any Disqualified Stock) of CB Richard otherwise acquire or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to retire Loans under this Agreement, Second Lien Notes, loans under the Company First Lien Credit Agreements, Existing 2015 Senior Notes, Existing 2016 Senior Notes or an Affiliate of the Company) Existing Subordinate Notes within fifteen months 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided that, in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance, or acquisition of Indebtedness pursuant to this clause (Bc), the Borrower or such Restricted Subsidiary will retire such Indebtedness and, in the case of revolving Indebtedness, will cause the related commitment (if any) SECOND, to be permanently reduced by an amount equal to the extent of the balance of such Net Available Cash after application principal amount so retired; or (ii) to invest in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRDprovided that, to pending the extent final application of the balance of any such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with clauses (c) or (d) above, the Borrower and its Restricted Subsidiaries may temporarily reduce Senior Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Section 4.6(aAgreement. Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $20,000,000, the Borrower must make an offer (an “Asset Disposition Offer”) to all Lenders and, to the extent required by the terms of the applicable governing documents of any Indebtedness secured by a Prior Lien or by any other Pari Passu Debt (collectively, the “Subject Debt”), to all holders of such Subject Debt, to prepay or purchase the maximum principal amount of Loans and such Subject Debt to which the Asset Disposition Offer applies that may be prepaid or purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Loans and such Subject Debt plus accrued and unpaid interest to the date of purchase, in accordance with the procedures established by the Administrative Agent for the Loans or set forth in the Indenture or the agreements governing such Subject Debt, as applicable; provided, that any such Asset Disposition Offer may be deferred if (but only for so long as) the Borrower reasonably anticipates that no prepayment of Loans and Subject Debt pursuant thereto would be permitted on the Asset Disposition Purchase Date (as defined below) under the US First Lien Credit Agreement (and the Borrower agrees that during the period of any such deferral, the aggregate amount of cash and Cash Equivalents held by the Borrower and its Subsidiaries shall not exceed $25,000,000). To the extent that the aggregate amount of Loans and Subject Debt so validly offered for prepayment or tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Borrower may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Agreement. If the aggregate principal amount of Loans offered for prepayment or surrendered by Lenders and other Subject Debt surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Administrative Agent shall select the Loans and Subject Debt to be prepaid or purchased pro rata on the basis of the aggregate principal amount of tendered Loans and Subject Debt. Upon completion of the Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. For the avoidance of doubt, in the event any Subject Debt requires a prepayment of Indebtedness rather than an offer to prepay or repurchase Indebtedness, the foregoing references to offers shall be deemed to refer to prepayments made in accordance with the terms of such Subject Debt; if the provisions of any other Subject Debt provide for a longer period for an offer to remain open or for payment to be made than is provided hereunder (the “Later Debt”), then (1) the portion of the Excess Proceeds that would be paid to holders of the Later Debt if all such holders accepted the offer shall be set aside (the “Later Debt Proceeds”), (2) the Asset Disposition Offer shall be conducted with respect to the remainder of such Excess Proceeds as provided herein and (3) following the conclusion of the offer and prepayment process for the Later Debt, any Later Debt Proceeds not applied to prepay or purchase Later Debt shall be applied to prepay or purchase the Loans or other Subject Debt of the holders thereof that accepted the Asset Disposition Offer or an applicable offer for Later Debt in the amounts that would have been paid to them had all the offers and prepayments been completed at the same time with the same acceptances and rejections being made by all applicable holders of Subject Debt. The Asset Disposition Offer must remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Borrower will prepay the principal amount of Loans and purchase or prepay the principal amount of Subject Debt required to be purchased or prepaid pursuant to the Asset Disposition Offer (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Loans and Subject Debt validly tendered in response to the Asset Disposition Offer; provided, that such purchase may be deferred if and for so long as the prepayment of Loans and Subject Debt would be prohibited under the US First Lien Credit Agreement (and the Borrower agrees that during the period of any such deferral, the aggregate Net Available amount of cash and Cash from all Asset Dispositions which is Equivalents held by the Borrower and its Subsidiaries shall not applied in accordance with this Section 4.6(a) exceeds exceed $10.0 million25,000,000). Pending application Each prepayment of Net Available Cash Borrowings pursuant to this Section 4.6(a), such Net Available Cash 9.06 shall be invested applied ratably to the Loans included in Temporary Cash Investments the prepaid Borrowings. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02. On or applied before the Asset Disposition Purchase Date, the Borrower must, to temporarily reduce revolving credit indebtednessthe extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Loans and Subject Debt or portions of Loans and Subject Debt so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Loans and Subject Debt so validly tendered and not properly withdrawn. The Borrower shall make each prepayment under this Section 9.06 in accordance with Section 4.01 and shall in addition take any and all other actions required by the agreements governing any Subject Debt that is being prepaid. The Borrower will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 4.6(a)9.06, the following are will be deemed to be cash or cash equivalents: cash: (1i) the assumption by the transferee of Indebtedness (other than Subordinated Obligations or Disqualified Stock) of the Company Borrower or Indebtedness of a Wholly-Owned Subsidiary (other than Guarantor Subordinated Obligations or Disqualified Stock of any Restricted Wholly-Owned Subsidiary that is a Subsidiary Guarantor) and the release of the Company Borrower or such the Restricted Subsidiary from all liability on such Indebtedness in connection with such the Asset Disposition and Disposition; and (2ii) securities securities, notes or other obligations received by the Company Borrower or any Restricted Subsidiary from the transferee that are promptly converted by the Company Borrower or such Restricted Subsidiary into cash.cash within 60 days after consummation of the Asset Disposition. The Borrower will not, and will not permit any Restricted Subsidiary to, engage in any Asset Swaps, unless: (b) In the event of an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFER"i) at a purchase price the time of 100% of their principal amount (or, in entering into the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) in accordance with the procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c). If the aggregate purchase price of Securities (Asset Swap and any other unsubordinated Indebtedness of the Company) tendered pursuant immediately after giving effect to the Offer exceeds the Net Available Cash allotted to their purchaseAsset Swap, the Company no Default or Event of Default shall select the Securities have occurred and other unsubordinated Indebtedness to be purchased on continuing or would occur as a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition).consequence thereof; (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(bii) in the event the Offer is oversubscribed) Asset Swap involves the transfer by the Borrower or any Restricted Subsidiary of assets having an aggregate fair market value, as determined by the Board of Directors of the Borrower in integral multiples good faith, in excess of $1,000 of principal amount10,000,000, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to the Asset Swap have been accepted for purchase at approved by a majority of the time members of the TrusteeBoard of Directors of the Borrower; and (iii) in the event the Asset Swap involves the transfer by the Borrower or any Restricted Subsidiary of assets having an aggregate fair market value, directly or through as determined by the Board of Directors of the Borrower in good faith, in excess of $25,000,000, the Borrower has received a written opinion from an agent, mails or delivers payment therefor independent investment banking firm of nationally recognized standing that the Asset Swap is fair to the surrendering HolderBorrower or the Restricted Subsidiary, as the case may be, from a financial point of view. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company Issuer shall not, and nor shall not the Issuer permit any Restricted Subsidiary toSubsidiary, directly or indirectly, to consummate any Asset Disposition unless: : (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) at least 80% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (Issuer or such Restricted Subsidiary, as the case may be) (A) FIRST, receives consideration at least equal to the extent Fair Market Value (such Fair Market Value to be determined on the Company elects date of contractually agreeing to such Asset Disposition) of the Equity Interests and assets subject to such Asset Disposition; and (or is required 2) at least 75% of the consideration from all such Asset Dispositions received since the Effective Date by the terms Issuer or such Restricted Subsidiary, as the case may be, is in the form of any Indebtedness), to prepay, repay, redeem cash or purchase Indebtedness Cash Equivalents. (other than any Disqualified Stockb) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to the Company or an Affiliate of the Company) within fifteen months Within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; , the Issuer or any Restricted Subsidiary may apply, at its option, an amount in cash (Ba “Net Available Cash Amount”) SECOND, equal to the extent 100% of the balance Net Available Cash from such Asset Disposition: (1) to repay any Senior Indebtedness of the Issuer or its Restricted Subsidiaries or to make an offer to repurchase or redeem such Indebtedness, provided that such repurchase or redemption closes within 45 days after the end of such 365-day period; and, in each case, owing to a Person other than the Issuer or any Restricted Subsidiary; (2) to acquire all or substantially all of the properties or assets of, or any Capital Stock of, a Permitted Business, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary of the Issuer; (3) to make a capital expenditure in a Permitted Business; (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or (5) in any combination of applications described in (1), (2), (3) or (4) above; provided that pending the final application of any such Net Available Cash after application Amounts in accordance with clause Section 4.5(b)(1), (A2), (3), (4) or (5) and Section 4.5(d), the Issuer and the Restricted Subsidiaries may Invest or otherwise use such Net Available Cash Amounts in any manner not prohibited by this Indenture; provided, further, that in the case of Section 4.5(b)(2), (3) and (4), a binding commitment to invest in properties, assets, Capital Stock, or to make such capital expenditures shall be treated as a permitted application of Net Available Cash Amounts from the date of such commitment so long as the Issuer or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash Amounts will be applied to satisfy such commitment within 365 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before such Net Available Cash Amounts are applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 365 days of such cancellation or termination, it being understood that if a Second Commitment is later cancelled or terminated for any reason before such Net Available Cash Amounts are applied, then such Net Available Cash Amounts shall constitute Excess Proceeds. (c) For the purposes of Section 4.5(a)(2) and for no other purpose, the following shall be deemed to be cash: (1) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet) of the Issuer or any Restricted Subsidiary (other than (x) liabilities that are by their terms subordinated to the Notes or the Note guarantees, (y) Preferred Stock and (z) Disqualified Stock) that are assumed by the transferee of any such assets (or that are otherwise cancelled, forgiven or terminated in connection with the transaction with such transferee); (2) the principal amount of any Indebtedness of any Restricted Subsidiary that ceases to be a Restricted Subsidiary as a result of such Asset Disposition (other than intercompany debt owed to the Issuer or the Restricted Subsidiaries), to the extent that the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; Issuer and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such each Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to are released from any guarantee of payment of the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.6(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.6(a) exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.6(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.6(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and Disposition; (23) securities any Designated Non-Cash Consideration received by the Company Issuer or such Restricted Subsidiary in respect of such sale, transfer, lease or other disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (3) that is at that time outstanding, not in excess of 5% of Consolidated Net Tangible Assets of the Issuer, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (4) any securities or other Obligations received by the Issuer or any Restricted Subsidiary from the transferee that are promptly converted by the Company Issuer or such Restricted Subsidiary into cashcash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Disposition. (bd) In Any amount of Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.5(b) shall be deemed to constitute “Excess Proceeds.” On the event of 366th day after an Asset Disposition, or earlier at the Issuer’s option, if the aggregate amount of Excess Proceeds exceeds $50 million, the Issuer or a Restricted Subsidiary shall make an offer (“Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness Offer”) to all Holders of the Company) pursuant Notes and, at the Issuer’s election, to Section 4.6(a)(3)(C)the holders of any Pari Passu Indebtedness, to purchase the Company shall purchase Securities tendered pursuant to maximum aggregate principal amount of Notes and any such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of 100% of their principal in cash in an amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, equal to 100% of the accreted value principal amount thereof) without premium, plus accrued but and unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser priceinterest, if any, as may be provided for by to but not including the terms date of such unsubordinated Indebtedness purchase (subject to the right of Holders of record on a record date to receive interest due on the Company) relevant interest payment date), in accordance with the procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c)this Indenture or the agreements governing the relevant Pari Passu Indebtedness, as applicable, in each case in denominations of $2,000 and larger integral multiples of $1,000 in excess thereof. The Issuer or such Restricted Subsidiary will commence an Asset Disposition Offer with respect to Excess Proceeds by sending (or otherwise delivered in accordance with the applicable procedures of DTC) the notice required pursuant to the terms of this Indenture to the Holders of the Notes at each Holder’s registered address, with a copy to the Trustee. To the extent that the aggregate amount of Notes and the relevant Pari Passu Indebtedness validly tendered and not validly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Issuer or a Restricted Subsidiary may use any remaining Excess Proceeds for any purpose, subject to other covenants contained in this Indenture. If the aggregate purchase price principal amount of Securities (Notes surrendered by Holders thereof and any other unsubordinated Pari Passu Indebtedness of the Company) tendered pursuant to the Offer surrendered by holders or lenders, collectively, exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Company shall select the Securities Notes and other unsubordinated Pari Passu Indebtedness to be purchased repurchased shall be selected on a pro rata basis but in round denominationson the basis of the aggregate principal amount of tendered Notes and tendered Pari Passu Indebtedness. Upon completion of such Asset Disposition Offer, regardless of the amount of Excess Proceeds used to purchase Notes or other Pari Passu Indebtedness pursuant to such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (e) The Company shall not be Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period, the Issuer or the applicable Restricted Subsidiary will apply all Excess Proceeds to the purchase of the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) be purchased pursuant to this Section 4.6 4.5 (the “Asset Disposition Offer Amount”) or, if the Net Available Cash available therefor is less than $10.0 million the Asset Disposition Offer Amount of Notes (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect and, if applicable, Pari Passu Indebtedness) has been so validly tendered and not validly withdrawn, all Notes and Pari Passu Indebtedness validly tendered and not validly withdrawn in response to the Net Available Cash from Asset Disposition Offer. Payment for any subsequent Asset Disposition)Notes so purchased will be made in the same manner as interest payments are made. (1f) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q Issuer and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall Restricted Subsidiary will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase repurchase of Securities Notes pursuant to this SectionSection 4.5. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 4.5, the Company shall Issuer and such Restricted Subsidiary will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.5 by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: : (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of DirectorsFair Market Value, of the shares and assets subject to such Asset Disposition; ; (2) at least 80% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalentsTemporary Cash Investments; and and (3) unless otherwise consented to in writing by the Holders of at least 66⅔% in principal amount of the Notes then outstanding, an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) FIRSTto redeem Notes in accordance with Article III; provided, to the extent that the Company elects (or is required by shall provide the terms notice of any Indebtedness), redemption specified in Section 3.01 with respect to prepay, repay, redeem or purchase Indebtedness (other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to the Company or an Affiliate of the Company) such redemption within fifteen months from the later of the date five Business Days of such Asset Disposition or the receipt of and shall complete such Net Available Cash; (B) SECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets redemption within one year from the later of the date sixty days of such Asset Disposition Disposition. For the purposes of this Section 4.06, the following are deemed to be cash or Temporary Cash Investments: (1) the receipt assumption of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by or any Subsidiary and the Company) to purchase Securities (and such other unsubordinated Indebtedness release of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire from all liability on such Indebtedness and shall cause in connection with such Asset Disposition; and (2) securities, notes or other obligations received by the related loan commitment (if any) to be permanently reduced in an amount equal Company or any Subsidiary from the transferee to the principal amount so prepaid, repaid extent converted within 90 days by the Company or purchasedsuch Subsidiary into cash or Temporary Cash Investments. Notwithstanding the foregoing provisions of this Section 4.6covenant, the Company and the Restricted Subsidiaries shall will not be required to apply any Net Available Cash in accordance with this Section 4.6(a) except to the extent that covenant until the aggregate Net Available Cash from all Asset Dispositions which is that has not been applied in accordance with this Section 4.6(a) covenant exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.6(a)1,500,000, at which time the Company must apply all such Net Available Cash in accordance with this covenant; provided, that all Net Available Cash not so applied shall be invested (a) maintained in Temporary Cash Investments a segregated deposit account or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.6(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (maintained in a segregated securities account and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) in accordance with the procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) invested in Temporary Cash Investments, maturing on the last day prior in each case, subject to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment a perfected first-priority security interest in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration favor of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for Collateral Agent pending application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulationscovenant.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall U.S. Parent Borrower will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: : (1i) the Company U.S. Parent Borrower or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset DispositionDisposition as such fair market value (on the date a legally binding commitment for such Asset Disposition was entered into) may be determined (and shall be determined, to the extent such Asset Disposition or any series of related Asset Dispositions involves aggregate consideration in excess of $100.0 million) in good faith by the U.S. Parent Borrower, whose determination shall be conclusive (including as to the value of all noncash consideration); and (2ii) in the case of any Asset Disposition (or series of related Asset Dispositions) having a fair market value of $100.0 million or more, at least 8075.0% of the consideration thereof (excluding, in the case of each Asset Disposition (or series of related Asset Dispositions), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) for such Asset Disposition, together with all other Asset Dispositions since the Closing Date (on a cumulative basis) received by the Company U.S. Parent Borrower or such Restricted Subsidiary is in the form of cash or cash equivalentscash; and (3) an amount equal provided that with respect to 100% of the Net Available Cash from any such Asset Disposition is applied by of Accounts and/or Inventory with a fair market value of $10.0 million or more, an updated Borrowing Base Certificate shall be delivered to the Company Administrative Agent within five (5) Business Days (or such Restricted Subsidiary, longer period as the case may beAdministrative Agent shall agree) (A) FIRST, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness (other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to the Company or an Affiliate of the Company) within fifteen months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; Disposition. (Bb) SECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.6(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.6(a) exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.6(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.6(a9.4(a)(ii), the following are deemed to be cash or cash equivalentscash: (1) Temporary Cash Investments and Cash Equivalents, (2) the assumption of Indebtedness of the Company U.S. Parent Borrower (other than Disqualified Stock of the U.S. Parent Borrower) or any Restricted Subsidiary and the release of the Company U.S. Parent Borrower or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Disposition Disposition, (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the U.S. Parent Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (24) securities received by the Company U.S. Parent Borrower or any Restricted Subsidiary from the transferee that are promptly converted by the Company U.S. Parent Borrower or such Restricted Subsidiary into cash. cash within 180 days, (b5) In consideration consisting of Indebtedness of the event U.S. Parent Borrower or any Restricted Subsidiary, (6) Additional Assets, and (7) any Designated Noncash Consideration received by the U.S. Parent Borrower or any of its Restricted Subsidiaries in an Asset Disposition that requires the purchase of Securities (and having an aggregate Fair Market Value, taken together with all other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) in accordance with the procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) Designated Noncash Consideration received pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million clause (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports7), (B) a description of material developments in the Company's business subsequent not to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of exceed an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the aggregate amount of the Offer (the "OFFER AMOUNT"), including information as to at any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount time outstanding equal to the Offer Amount to be held for payment in accordance greater of $150.0 million and 2.50% of Consolidated Total Assets (with the provisions Fair Market Value of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration each item of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase Designated Noncash Consideration being measured at the time the Trustee, directly or through an agent, mails or delivers payment therefor received and without giving effect to the surrendering Holdersubsequent changes in value). (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Neither the Company shall notnor the Issuer will, and shall not nor will they permit any Restricted Subsidiary toSubsidiary, directly or indirectly, to consummate any Asset Disposition unless: : (1) the Company or such Restricted Subsidiary receives consideration at Company, the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) at least 80% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (Issuer or such Restricted Subsidiary, as the case may be) (A) FIRST, receives consideration at least equal to the extent Fair Market Value (such Fair Market Value to be determined on the Company elects date of contractually agreeing to such Asset Disposition) of the Equity Interests and assets subject to such Asset Disposition; and (or is required 2) at least 75% of the consideration from such Asset Disposition received by the terms Company, the Issuer or such Restricted Subsidiary, as the case may be, is in the form of any Indebtedness), to prepay, repay, redeem cash or purchase Indebtedness Cash Equivalents. (other than any Disqualified Stockb) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to the Company or an Affiliate of the Company) within fifteen months Within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) SECOND, the Company, the Issuer or any Restricted Subsidiary may apply, at its option, an amount equal to the extent 100% of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or Disposition: (1) to repay Obligations under the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (Revolving Credit Agreement and to holders of other unsubordinated Indebtedness of the Company designated by the Companycorrespondingly reduce commitments with respect thereto; (2) to purchase Securities repay (and such and, in the case of a revolving credit facility, correspondingly reduce commitments with respect thereto) Obligations under other unsubordinated Secured Indebtedness of the Company, the Issuer or any Restricted Subsidiary(other than any Disqualified Equity Interests or Subordinated Obligations) pursuant to and subject other than Indebtedness owed to the conditions Company, the Issuer or a Restricted Subsidiary; (3) to repay (and, in the case of a revolving credit facility, correspondingly reduce commitments with respect thereto) Obligations under other Indebtedness of the Company, the Issuer or any Restricted Subsidiary (other than any Disqualified Equity Interests or Subordinated Obligations) other than Indebtedness owed to the Company, the Issuer or a Restricted Subsidiary; provided that the Company shall equally and ratably reduce Obligations under the Notes as provided in Section 4.6(b5 of the Notes and Sections 3.3 and 3.4 through open market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an Asset Disposition Offer (as defined below) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest on the amount of Notes that would otherwise be prepaid; (4) to invest in Additional Assets or make capital expenditures in or that are used or useful in the Alcoa Corporation Business; (5) to pay (and, in the case of a revolving credit facility, correspondingly reduce commitments with respect thereto) Obligations under Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Company, the Issuer or another Restricted Subsidiary; or (6) in any combination of applications described in Sections 4.7(b)(1); PROVIDED, HOWEVER(2), that in connection with any prepayment(3), repayment or purchase of Indebtedness pursuant to clause (A4) or (C5) above, ; provided that pending the Company or final application of any such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with Sections 4.7(b)(1), (2), (3), (4), (5) or (6) above and 4.7(e) below, the Company, the Issuer and Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Indenture; provided, further, that in the case of Section 4.7(b)(4), a binding commitment to invest in Additional Assets or to make such capital expenditures shall be treated as a permitted application of an amount of Net Available Cash from the date of such commitment so long as the Company, the Issuer or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such amount of Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before such amount of Net Available Cash is applied in connection therewith, the Company, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination, it being understood that if a Second Commitment is later cancelled or terminated for any reason before such amount of Net Available Cash is applied, then such amount of Net Available Cash shall constitute Excess Proceeds. (c) Notwithstanding the foregoing, to the extent that any of or all the Net Available Cash of any Asset Dispositions by a subsidiary (x) are prohibited or delayed by applicable local law from being repatriated to the Issuer or (y) would have a material adverse Tax consequence (taking into account any foreign tax credit or other net benefit actually realized in connection with such repatriation that would not otherwise be realized), as determined by the Company in its sole discretion, the portion of such Net Available Cash so affected will not be required to be applied in compliance with this Section 4.6(a4.7, and such amounts may be retained by the applicable subsidiary; provided that clause (x) except of this Section 4.7(c) shall apply to such amounts so long, but only so long, as the applicable local law will not permit repatriation to the Issuer (the Company hereby agreeing to use reasonable efforts to cause the applicable subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if such repatriation of any of such affected Net Available Cash is permitted under the applicable local law and is not subject to clause (y) of this Section 4.7(c) then such repatriation will be promptly effected and such repatriated Net Available Cash will be applied (whether or not repatriation actually occurs) in compliance with this Section 4.7; provided, further, that the aggregate amount of Net Available Cash retained pursuant to clause (y) of this Section 4.7(c) shall not exceed $250 million at any one time outstanding. The time periods set forth in this Section 4.7 shall not start until such time as the Net Available Cash may be repatriated (whether or not such repatriation actually occurs). (d) For the purposes of Section 4.7(a)(2) and for no other purpose, the following will be deemed to be cash: (1) any liabilities (as shown on the Company’s, the Issuer’s or such Restricted Subsidiary’s most recent balance sheet) of the Company, the Issuer or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Note Guarantees, (y) Preferred Stock and (z) Disqualified Equity Interests) that are assumed by the transferee of any such assets and from which the Company, the Issuer and all such Restricted Subsidiaries or that are otherwise cancelled or terminated in connection with the transaction with such transferee, in each case for which have been validly released by all creditors in writing; (2) the principal amount of any Indebtedness of any Restricted Subsidiary that ceases to be a Restricted Subsidiary as a result of such Asset Disposition (other than intercompany debt owed to the Company, the Issuer or the Restricted Subsidiaries), to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.6(a) exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.6(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.6(a)Company, the following Issuer and each other Restricted Subsidiary are deemed to be cash or cash equivalents: (1) the assumption released from any guarantee of Indebtedness payment of the Company or any Restricted Subsidiary and the release principal amount of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and Disposition; (23) securities any Designated Non-Cash Consideration received by the Company Company, the Issuer or such Restricted Subsidiary in respect of such sale, transfer, lease or other disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 4.7(d)(3) that is at that time outstanding, not in excess of the greater of (i) $200 million and (ii) 1.0% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (4) any securities, notes or other obligations received by the Company, the Issuer or any Restricted Subsidiary from the transferee that are promptly converted by the Company Company, the Issuer or such Restricted Subsidiary into cashcash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Disposition. (be) In Any amount of Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.7(b) will be deemed to constitute “Excess Proceeds.” On the event of 366th day after an Asset Disposition, or earlier at the Company’s option, if the aggregate amount of Excess Proceeds exceeds $100 million, the Company, the Issuer or a Restricted Subsidiary will make an offer (“Asset Disposition Offer”) to all Holders and, at the Issuer’s election, to the holders of any Pari Passu Indebtedness, to purchase the maximum aggregate principal amount of Notes and any such Pari Passu Indebtedness that requires the purchase of Securities (and other unsubordinated Indebtedness may be purchased out of the Company) pursuant to Section 4.6(a)(3)(C)Excess Proceeds, the Company shall purchase Securities tendered pursuant to at an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of 100% of their principal in cash in an amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, equal to 100% of the accreted value principal amount thereof) without premium, plus accrued but and unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser priceinterest, if any, as may be provided for by to but not including the terms date of such unsubordinated Indebtedness purchase (subject to the right of Holders of record on a record date to receive interest due on the Company) relevant interest payment date), in accordance with the procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c)this Indenture or the agreements governing the relevant Pari Passu Indebtedness, as applicable, in each case in denominations of $200,000 and larger integral multiples of $1,000 in excess thereof. The Company, the Issuer or such Restricted Subsidiary will commence an Asset Disposition Offer with respect to Excess Proceeds by mailing by first-class mail (or otherwise delivered in accordance with the applicable procedures of DTC) the notice required pursuant to the terms of this Indenture to the Holders at each Holder’s registered address, with a copy to the Trustee. To the extent that the aggregate amount of Notes and the relevant Pari Passu Indebtedness validly tendered and not validly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company, the Issuer or a Restricted Subsidiary may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate purchase price principal amount of Securities (Notes surrendered by Holders thereof and any other unsubordinated Pari Passu Indebtedness of the Company) tendered pursuant to the Offer surrendered by holders or lenders, collectively, exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Company shall select the Securities Notes and other unsubordinated Pari Passu Indebtedness to be purchased repurchased shall be selected on a pro rata basis but in round denominationson the basis of the aggregate principal amount of tendered Notes and tendered Pari Passu Indebtedness. Upon completion of such Asset Disposition Offer, regardless of the amount of Excess Proceeds used to purchase Notes or other Pari Passu Indebtedness pursuant to such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (f) The Company shall not be Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company, the Issuer or the applicable Restricted Subsidiary will apply all Excess Proceeds to the purchase of the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) be purchased pursuant to this Section 4.6 4.7 (the “Asset Disposition Offer Amount”) or, if the Net Available Cash available therefor is less than $10.0 million the Asset Disposition Offer Amount of Notes (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect and, if applicable, Pari Passu Indebtedness) has been so validly tendered and not validly withdrawn, all Notes and Pari Passu Indebtedness validly tendered and not validly withdrawn in response to the Net Available Cash from Asset Disposition Offer. Payment for any subsequent Asset Disposition)Notes so purchased will be made in the same manner as interest payments are made under this Indenture. (1g) PromptlyOn or before the Asset Disposition Purchase Date, the Company, the Issuer or the Restricted Subsidiary will, to the extent lawful, accept for payment, the Asset Disposition Offer Amount of Notes and in any event within 10 days after Pari Passu Indebtedness or portions thereof validly tendered and not validly withdrawn pursuant to the Company becomes obligated to make an Asset Disposition Offer, or if less than the Company shall deliver to the Trustee Asset Disposition Offer Amount has been validly tendered and sendnot validly withdrawn, by first-class mail to each Holderall Notes and Pari Passu Indebtedness so tendered and not withdrawn, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event case of the Offer is oversubscribed) Notes in integral multiples of $1,000 1,000; provided that if, following the repurchase of a portion of a Note, the remaining principal amountamount of such Note outstanding immediately after such repurchase would be less than $200,000, at then the applicable purchase priceportion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $200,000. The notice shall specify a purchase date not less than 30 days nor more than 60 days after Company, the date Issuer or such Restricted Subsidiary will deliver, or cause to be delivered, to the Trustee the Notes so accepted and an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so accepted and that such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of Notes or portions thereof were accepted for payment by the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to Issuer or such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and Restricted Subsidiary in accordance with the terms of this SectionSection 4.7. A Security shall be deemed The Company, the Issuer or such Restricted Subsidiary will promptly, but in no event later than five Business Days after termination of the Asset Disposition Offer Period, mail or deliver to have been a paying agent on or before noon New York City time one Business Day prior to the Asset Disposition Purchase Date to remit to each tendering Holder an amount equal to the purchase price of the Notes so validly tendered and not properly withdrawn by such Holder and accepted by the Company, the Issuer or such Restricted Subsidiary for purchase at purchase, and, if less than all of the time Notes tendered are purchased pursuant to the Asset Disposition Offer, the Issuer will promptly issue a new Note, and the Trustee, directly upon delivery of an authentication order from the Issuer, will authenticate and mail or through an agentdeliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, mails or delivers payment therefor notwithstanding anything in this Indenture to the surrendering Holdercontrary, no Opinion of Counsel or Officer’s Certificate will be required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered (or, in the case of a registered Note, cause the principal amount of such Note to be adjusted in accordance with the applicable procedures of DTC); provided that each such new Note will be in a principal amount of $200,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted will be promptly mailed or delivered by the Company, the Issuer or such Restricted Subsidiary to the Holder thereof. The Company, the Issuer or such Restricted Subsidiary will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. (dh) The Company shall Company, the Issuer and any Restricted Subsidiary will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase repurchase of Securities Notes pursuant to this SectionSection 4.7. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 4.7, the Company shall Company, the Issuer and such Restricted Subsidiary will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.7 by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: : (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) at least 80% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (Issuer or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (Asuch fair market value to be determined on the date of contractually agreeing to such Asset Disposition) FIRSTof the shares and assets subject to such Asset Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Company Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration from such Asset Disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise), together with all other Asset Dispositions since the Issue Date (on a cumulative basis) received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; (3) the Issuer or any of its Restricted Subsidiaries will apply 100% of the Net Available Cash from any Asset Disposition: (i) to the extent the Issuer or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), (A) to prepay, repay, redeem repay or purchase any Indebtedness (other than of a Non-Guarantor Subsidiary, any Disqualified Stock) of CB Richard Pari Passu Debt Obligations or any Wholly Owned Subsidiary Senior-Priority Obligations, including Indebtedness under the Specified Loan Agreements or any Refinancing Indebtedness in respect thereof (in each case case, other ▇▇▇▇ ▇▇▇▇▇tedness than Indebtedness owed to the Company Issuer or an Affiliate of the Companyany Restricted Subsidiary) within fifteen months 450 days from the later of (1) the date of such Asset Disposition or and (2) the receipt of such Net Available Cash; Cash (B) SECONDas applicable, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such “Asset Disposition or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(bProceeds Application Period”); PROVIDEDprovided, HOWEVERhowever, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (A) or (C) abovei), the Company Issuer or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding ; or (B) to prepay, repay or purchase Senior Indebtedness; provided that, to the foregoing extent the Issuer prepays, repays or purchases Pari Passu Debt Obligations or unsecured Senior Indebtedness pursuant to clause (A) above or this clause (B), the Issuer shall equally and ratably reduce Obligations under the Notes as provided under Section 5.7, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; provided further, that, in addition to the foregoing, the Net Available Cash from an Asset Disposition of Collateral may not be applied to prepay, repay or purchase any Indebtedness other than Senior-Priority Obligations or Pari Passu Debt Obligations; (ii) to the extent the Issuer or any Restricted Subsidiary, as the case may be, elects to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Issuer or another Restricted Subsidiary) within the Asset Disposition Proceeds Application Period; provided, however, that a binding agreement shall be treated as a permitted application of Net Available Cash from the date of such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Available Cash is applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall constitute Excess Proceeds; or (iii) any combination of the foregoing; and (4) if such Asset Disposition involves the disposition of Collateral, the Issuer or such Subsidiary has complied with the applicable provisions of this Section 4.6, the Company Indenture and the Restricted Subsidiaries shall not be required to apply Collateral Documents; provided, however, that, pending the final application of any such Net Available Cash in accordance with Section 3.5(a)(3)(i) or (ii), the Issuer and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Indenture. (b) Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in Section 3.5(a) shall be deemed to constitute “Excess Proceeds” under this Indenture. On the 451st day after an Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds under this Indenture exceeds $200,000,000, the Issuer shall within twenty (20) Business Days be required to make an offer (“Asset Disposition Offer”) to all Holders and, to the extent the Issuer elects, to the holders of any outstanding Pari Passu Debt Obligations (and only to the extent the Excess Proceeds are greater than the outstanding Pari Passu Debt Obligations, other Senior Indebtedness), to purchase the maximum principal amount of Notes and any such Pari Passu Debt Obligations (and, if applicable, Senior Indebtedness) to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price equal to 100% of the principal amount of the Notes and Pari Passu Debt Obligations (and, if applicable, Senior Indebtedness), in each case, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Debt Obligations (and, if applicable, such Senior Indebtedness), as applicable, and, with respect to the Notes, in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Issuer shall deliver notice of such Asset Disposition Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder at the address of such Holder appearing in the security register or otherwise in accordance with the applicable procedures of DTC, describing the transaction or transactions that constitute the Asset Disposition and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date shall be no earlier than 15 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice. The Issuer may satisfy the foregoing obligation with respect to such Net Available Cash from an Asset Disposition by making an Asset Disposition Offer prior to the expiration of the Asset Disposition Proceeds Application Period (the “Advance Offer”) with respect to all or a part of the available Net Available Cash (the “Advance Portion”) in advance of being required to do so by this Section 4.6(a3.5. (c) except To the extent that the aggregate amount of Notes and Pari Passu Debt Obligations (and, if applicable, Senior Indebtedness) so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion), the Issuer may use any remaining Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion) for any purpose not prohibited by this Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer by Holders and Pari Passu Debt Obligations surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion), the Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion) shall be allocated among the Notes and Pari Passu Debt Obligations to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Debt Obligations; provided that no Notes or Pari Passu Debt Obligations shall be selected and purchased in an unauthorized denomination. Upon completion of any Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero (regardless of whether there are any remaining Excess Proceeds upon such completion), and in the case of an Advance Offer, the amount of Net Available Cash the Issuer is offering to apply in such Advance Offer shall be excluded in subsequent calculations of Excess Proceeds. Additionally, upon consummation or expiration of any Advance Offer, any remaining Net Available Cash shall not be deemed Excess Proceeds and the Issuer may use such Net Available Cash for any purpose not otherwise prohibited under this Indenture. (d) To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than U.S. dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. dollars that is actually received by the Issuer upon converting such portion into U.S. dollars. (e) Notwithstanding any other provisions of this Section 3.5, (i) to the extent that any of or all the Net Available Cash of any Asset Disposition by a Foreign Subsidiary (a “Foreign Disposition”) is prohibited or delayed by applicable local law, or would give rise to a violation of a third-party agreement of the Issuer or any Restricted Subsidiary, from being repatriated to the United States, the portion of such Net Available Cash so affected will not be required to be applied in compliance with this Section 3.5, and such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law or third-party agreement will not permit repatriation to the United States (the Issuer hereby agreeing to use reasonable efforts (as determined in the Issuer’s reasonable business judgment) to otherwise cause the applicable Foreign Subsidiary to within one year following the date on which the respective payment would otherwise have been required, to promptly take all actions reasonably required by the applicable local law or third-party agreement to permit such repatriation), and if within one year following the date on which the respective payment would otherwise have been required, such repatriation of any of such affected Net Available Cash is permitted under the applicable local law or third-party agreement, such repatriation will be promptly effected and such repatriated Net Available Cash will be promptly (and in any event not later than five (5) Business Days after such repatriation could be made) applied (net of additional Taxes payable or reserved against as a result thereof) in compliance with this Section 3.5 and (ii) to the extent that the aggregate Issuer has determined in good faith that repatriation of any of or all the Net Available Cash from all Asset Dispositions which is not applied in accordance of any Foreign Disposition would have an adverse Tax cost consequence with this Section 4.6(a) exceeds $10.0 million. Pending application of Net Available Cash pursuant respect to this Section 4.6(a), such Net Available Cash shall (which for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so the Issuer, any Restricted Subsidiary or any of their respective affiliates would incur a tax liability, including a tax dividend, deemed dividend pursuant to Code Section 956 or a withholding tax), the Net Available Cash so affected may be invested in Temporary Cash Investments retained by the applicable Foreign Subsidiary. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or applied to temporarily reduce revolving credit indebtedness. an Event of Default. (f) For the purposes of this Section 4.6(a3.5(a)(2), the following are will be deemed to be cash or cash equivalents: cash: (1i) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Issuer or a Restricted Subsidiary (other than Subordinated Indebtedness of the Company Issuer or any Restricted Subsidiary a Guarantor) and the release of the Company Issuer or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition and Disposition; (2ii) securities securities, notes or other obligations received by the Company Issuer or any Restricted Subsidiary of the Issuer from the transferee that are promptly converted by the Company Issuer or such Restricted Subsidiary into cashcash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (iii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Issuer and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition; (iv) consideration consisting of Indebtedness of the Issuer (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Issuer or any Restricted Subsidiary; and (v) any Designated Non-Cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 3.5 that is at that time outstanding, not to exceed the greater of $650,000,000 and 3.0% of Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (bg) In Upon the event commencement of an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C)Offer, the Company Issuer shall purchase Securities tendered pursuant send, or cause to an offer be sent, electronically or by first class mail, a notice to the Company for the Securities (Trustee and such other unsubordinated Indebtedness of the Company) (the "OFFER") to each Holder at a purchase price of 100% of their principal amount (orits registered address, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) in accordance with the applicable procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase priceDTC. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to enable such Holder to tender Securities Notes pursuant to the Asset Disposition Offer. Any Asset Disposition Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Disposition Offer, together with shall state: (1) that the information contained in clause Asset Disposition Offer is being made pursuant to this Section 3.5 and that, to the extent lawful, all Notes tendered and not withdrawn shall be accepted for payment (3unless prorated).; (2) Not the Asset Disposition payment amount, the Asset Disposition offered price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 15 days and not later than 60 days from the date upon which written notice of an Offer such notices is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer mailed (the "OFFER AMOUNT"“Asset Sale Payment Date”), including information as to ; (3) that any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee Notes not tendered or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held accepted for payment will remain outstanding and continue to accrue interest in accordance with the provisions of this Section. If terms thereof; (4) that, unless the Offer includes other unsubordinated IndebtednessIssuer defaults in making such payment, the deposit described in the preceding sentence may be made with any other paying agent Notes accepted for payment pursuant to arrangements satisfactory the Asset Disposition Offer shall cease to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to accrue interest on and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6.Asset Sale Payment Date; (35) that Holders electing to have a Security any Notes purchased pursuant to any Asset Disposition Offer shall be required to surrender the SecurityNotes, with an appropriate the form duly completedentitled “Option of Holder to Elect Purchase” on the reverse of the Note completed (subject to any contrary procedures of DTC with respect to Global Notes), to the Company Paying Agent at the address specified in the notice at least three Business Days prior to the Purchase close of business on the third Business Day preceding the Asset Sale Payment Date. ; (6) that Holders shall will be entitled to withdraw their tendered Notes and their election if to require the Trustee or Issuer to purchase such Notes; provided that the Company receives Paying Agent receives, not later than one the close of business on the second Business Day prior to the Purchase expiration date of the Asset Sale Payment Date, a telextelegram, facsimile transmission or letter setting forth the name of the HolderHolder of the Notes, the principal amount of the Security which was delivered Notes tendered for purchase by the Holder purchase, and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to its tendered Notes and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.e

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall may not, and shall may not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: : (1) the Company or such the Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such the Asset Disposition at least equal to the fair market value of the assets subject to the Asset Disposition (determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by senior management of the Company or, if the consideration with respect to such Asset Disposition exceeds $10 million, the Board of Directors of the Company (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; and (2) at least 8075% of the consideration thereof from the Asset Disposition received by the Company or such the Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Equivalents. The Company (or such Restricted Subsidiary, as the case may be, may elect to apply all or any portion of the Net Available Cash from such Asset Disposition either: (1) (A) FIRST, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem purchase, repurchase, redeem, defease or purchase otherwise acquire or retire Senior Indebtedness of the Company (other than Disqualified Stock or Subordinated Obligations) or Indebtedness of a Wholly-Owned Subsidiary (other than any Disqualified Stock) Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of CB Richard or any Wholly a Wholly-Owned Subsidiary Guarantor) (in each case other ▇▇▇▇ ▇▇▇▇▇tedness than Indebtedness owed to the Company or an Affiliate of the Company) within fifteen months 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that, in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance, or acquisition of Indebtedness pursuant to this clause (B1), the Company or such Restricted Subsidiary will retire such Indebtedness and, in the case of revolving Indebtedness, will cause the related commitment (if any) SECOND, to be permanently reduced in an amount equal to the extent of the balance of such Net Available Cash after application principal amount so retired; or (2) to invest in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or make Permitted Business Investments within one year 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRDprovided, to that, pending the extent final application of the balance of any such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.6(aclauses (1) or (2) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by the Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $20 million, the Company must make an offer (“Asset Disposition Offer”) to all Holders of Notes and to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Notes and any Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in the Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Notes to be purchased pro rata on the basis of the aggregate principal amount of tendered Notes and Pari Passu Notes. Upon completion of the Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. The Asset Disposition Offer must remain open for a period of 20 business days following its commencement, except to the extent that a longer period is required by applicable law (the aggregate Net Available Cash from all “Asset Dispositions which is not applied in accordance with this Section 4.6(a) exceeds $10.0 millionDisposition Offer Period”). Pending application No later than five Business Days after the termination of Net Available Cash the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 4.6(a)the Asset Disposition Offer (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Notes and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such Net Available Cash shall Record Date, and no additional interest will be invested payable to Holders who tender Notes pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company must, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Notes or portions of Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Notes so validly tendered and not properly withdrawn, in Temporary Cash Investments each case in integral multiples of $1,000. The Company or applied the Paying Agent, as the case may be, must promptly (but in any case not later than five business days after the termination of the Asset Disposition Offer Period) mail or deliver to temporarily reduce revolving credit indebtednesseach tendering Holder of Notes or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company must promptly issue a new Note, and the Trustee, upon delivery of an Officers’ Certificate from the Company, must authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company must take any and all other actions required by the agreements governing the Pari Passu Notes. Any Note not so accepted must be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 4.6(a)3.07, the following are will be deemed to be cash or cash equivalents: cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Wholly-Owned Subsidiary (other than Guarantor Senior Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Restricted Wholly-Owned Subsidiary that is a Subsidiary Guarantor) and the release of the Company or such the Restricted Subsidiary from all liability on such Indebtedness in connection with such the Asset Disposition and Disposition; and (2) securities securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness cash within 60 days after consummation of the Company) pursuant to Section 4.6(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) in accordance with the procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominationsAsset Disposition. The Company shall may not, and may not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from permit any subsequent Restricted Subsidiary to, engage in any Asset Disposition).Swaps, unless: (1) Promptly, at the time of entering into the Asset Swap and in any event within 10 days immediately after the Company becomes obligated to make an Offer, the Company shall deliver giving effect to the Trustee Asset Swap, no Default or Event of Default shall have occurred and send, by first-class mail to each Holder, be continuing or would occur as a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part consequence thereof; (subject to prorating as described in Section 4.6(b2) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at Asset Swap involves the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of transfer by the Company which or any Restricted Subsidiary of assets having an aggregate fair market value, as determined by the Board of Directors of the Company in good faith believes will enable such Holders to make an informed decision (which at faith, in excess of $10 million, the terms of the Asset Swap have been approved by a minimum will include (A) majority of the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) members of the Board of Directors of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6.; and (3) Holders electing to have in the event the Asset Swap involves the transfer by the Company or any Restricted Subsidiary of assets having an aggregate fair market value, as determined by the Board of Directors of the Company in good faith, in excess of $25 million, the Company has received a Security purchased shall be required to surrender written opinion from an independent investment banking firm of nationally recognized standing that the Security, with an appropriate form duly completed, Asset Swap is fair to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to Restricted Subsidiary, as the Purchase Datecase may be, from a telex, facsimile transmission or letter setting forth the name financial point of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchasedview. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase repurchase of Securities Notes pursuant to this Sectionthe Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 3.07, the Company shall will comply with the applicable securities laws and regulations and shall not will be deemed not to have breached its obligations under this Section the Indenture by virtue of its compliance with such securities laws or regulationscompliance.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: unless (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as such fair market value to the value of all non-cash consideration), as be determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the shares equity and assets subject to such Asset Disposition; (2) (A) at least 8075% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) FIRSTfirst, (i) if the assets subject to such Asset Disposition constitute Collateral, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness (Priority Lien Debt and other than any Disqualified Stock) of CB Richard outstanding Priority Lien Obligations or any Wholly Owned Subsidiary Parity Lien Debt and other outstanding Parity Lien Obligations (in each case case, other ▇▇▇▇ ▇▇▇▇▇tedness than Indebtedness owed to the Company or an Affiliate of the Company) within fifteen months 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased (and, with respect to Parity Lien Debt, such prepayment, repayment, redemption or purchase must be made either (x) for Securities only or (y) for Securities and other Parity Lien Debt, and in the case of subclause (y), by a pro rata prepayment, repayment or redemption of outstanding Securities and such other Parity Lien Debt or by an offer to purchase on a pro rata basis made to all holders of Securities and such other Parity Lien Debt) or (ii) if the assets subject to such Asset Disposition do not constitute Collateral, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor in each case that is Secured Debt or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) SECONDsecond, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within one year 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided that, without limitation of the provisions of Section 10.03, any such Additional Assets, including the assets of any Person that becomes a Subsidiary Guarantor as a result of such transaction, acquired with Net Available Cash from an Asset Disposition of Collateral are, to the extent required by the Priority Lien Documents or the Security Documents (and pursuant to the terms thereof), pledged as Collateral; and (C) THIRDthird, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer offer to the holders of the Securities Holders (and to holders of other unsubordinated Indebtedness Parity Lien Debt of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness Parity Lien Debt of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause such Securities (Aand such other Parity Lien Debt) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions Pending application of Net Available Cash pursuant to this Section 4.64.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt). (b) Notwithstanding Section 4.07(a), the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.6(a4.07(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions Dispositions, which is not applied in accordance with this Section 4.6(a) 4.07(a), exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.6(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness40.0 million during any calendar year. For the purposes of this Section 4.6(a4.07(a), the following are deemed to be cash or cash equivalents: equivalents (1i) any liabilities, as shown on the assumption of Indebtedness Company’s or such Restricted Subsidiary’s most recent balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the release Securities or any Subsidiary Guarantee) that are assumed by the transferee of any such Asset Disposition pursuant to (A) a customary novation agreement that releases the Company or such Restricted Subsidiary from all further liability on or (B) an assignment agreement that includes, in lieu of such Indebtedness a release, the agreement of the transferee or its parent company to indemnify and hold harmless the Company or such Restricted Subsidiary from and against any loss, liability or cost in connection with respect of such Asset Disposition assumed liability and (2ii) securities any non-Cash Consideration received by the Company or any Restricted Subsidiary from the transferee that are promptly converted is converted, monetized, sold or exchanged by the Company or such Restricted Subsidiary into cashcash or cash equivalents within 120 days of receipt. Notwithstanding the foregoing, the 75% limitation referred to in Section 4.07(a)(2) shall be deemed satisfied with respect to any Asset Disposition in which the cash or cash equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation. The requirement of Section 4.07(a)(3)(B) shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into by the Company or its Restricted Subsidiary within the time period specified in such clause and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement. (bc) In the event of an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness Parity Lien Debt of the Company) pursuant to Section 4.6(a)(3)(C4.07(a)(3)(C), the Company shall make such offer to purchase Securities on or before the 541st day after the later of the date of such Asset Disposition or the receipt of such Net Available Cash, and shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and if required or permitted by the terms of any other Parity Lien Debt, to the holders of such other unsubordinated Indebtedness of the Company) (the "OFFER"Indebtedness) at a purchase price of 100% of their principal amount (or, in the event (x) such other unsubordinated Indebtedness Parity Lien Debt (other than the Existing Second Lien Notes) of the Company was issued with significant original issue discountdiscount greater than 2.5% and (y) the Existing Second Lien Notes are outstanding, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other unsubordinated IndebtednessParity Lien Debt of the Company, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness Parity Lien Debt of the Company) in accordance with the procedures (including prorating in the event of over-subscriptionoversubscription) set forth in Section 4.6(c)3.02; provided, however, that if the terms of an asset sale covenant relating to the Secured Debt outstanding as of the Issue Date would require that such Secured Debt be included in an offer hereunder for the Securities, and the terms of such Secured Debt require that the price offered to the Securities in such offer be at a price not greater than 100% of accreted value, the Company may make the offer for the Securities hereunder at a price of 100% of accreted value so long as the Company has previously made an offer with the then remaining Net Available Cash from the applicable Asset Disposition for the Securities under Section 4.07(a)(3)(A) or otherwise at a price of 100% of principal amount. If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) securities tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness securities to be purchased on a pro rata basis but in round denominations, which in the case of the Securities shall be minimum denominations of $2,000 principal amount and whole multiples of $1,000 in excess thereof. The Company shall not be required to make such an Offer offer to purchase Securities (and other unsubordinated Indebtedness Parity Lien Debt of the Company) pursuant to this Section 4.6 4.07 if the Net Available Cash available therefor not applied or invested as provided in Section 4.07(a)(3)(A) or (B) is less than $10.0 20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date Upon completion of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders an offer to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Companypurchase, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at be reduced by the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holderaggregate amount of such offer. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase repurchase of Securities pursuant to this SectionSection 4.07(c). To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 4.07(c), the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07(c) by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: : (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), ) as determined in good faith by the Board of Directors), of the shares and assets subject to such Asset Disposition; ; (2) at least 8075% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalentsTemporary Cash Equivalents; and and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) ) (A) FIRSTfirst, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of CB Richard or any a Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness than Indebtedness owed to the Company Company) or an Affiliate of the Company) Company within fifteen months one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) SECONDsecond, to the extent of the balance of such Net Available Cash after application in accordance with clause (ASection 4.06(3)(A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and and (C) THIRDthird, to the extent of the balance of such Net Available Cash after application in accordance with clauses (ASection 4.06(3)(A) and (B), to make an Offer offer to the holders of the Securities Notes (and to holders of other unsubordinated Senior Indebtedness of the Company designated by the Company) to purchase Securities Notes (and such other unsubordinated Senior Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b)contained in this Indenture; PROVIDEDprovided, HOWEVERhowever, that in connection with any prepayment, repayment repayment, redemption or purchase of Indebtedness pursuant to clause (ASection 4.06(3)(A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid repaid, redeemed or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.6(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.6(a) exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.6(a)4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness, if any. For the purposes of this Section 4.6(a)4.06, the following are deemed to be cash or cash equivalents: Temporary Cash Investments: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and Disposition; and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cashcash or Temporary Cash Investments. (b) In the event of an Asset Disposition that requires the purchase of Securities Notes (and other unsubordinated Senior Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C4.06(a)(3)(C), the Company shall will purchase Securities Notes tendered pursuant to an offer by the Company for the Securities Notes (and such other unsubordinated Indebtedness of the CompanySenior Indebtedness) (the "OFFEROffer") at a purchase price of 100% of their principal amount (or, in the event such other unsubordinated Senior Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other unsubordinated IndebtednessSenior Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the CompanySenior Indebtedness) in accordance with the procedures (including prorating in the event of over-subscriptionoversubscription) set forth in Section 4.6(c)this Indenture. If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) securities tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall will select the Securities and other unsubordinated Indebtedness securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make such an Offer offer to purchase Securities Notes (and other unsubordinated Senior Indebtedness of the Company) pursuant to this Section 4.6 covenant if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b4.06(b) in the event the Offer offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATEPurchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, Reports and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3)Section 4.06(c)(3) below. (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNTOffer Amount"), including information as to any other unsubordinated Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a4.06(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIODOffer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.64.06. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase repurchase of Securities Notes pursuant to this SectionSection 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 4.06, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.06 by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: : (1) the Company Issuer or such any of its Restricted Subsidiary Subsidiaries receives consideration at the time of such Asset Disposition at least equal to the fair market value Fair Market Value (including as such Fair Market Value to be determined on the value date of all non-cash consideration), as determined in good faith by the Board of Directors, contractually agreeing to such Asset Disposition) of the shares and or other assets subject to such Asset Disposition; ; (2) at least 8075% of the aggregate consideration thereof received by the Company Issuer or any of its Restricted Subsidiaries from such Restricted Subsidiary Asset Disposition and all other Asset Dispositions since the Issue Date, on a cumulative basis, is in the form of cash or cash equivalentsCash Equivalents or Additional Assets, or any combination thereof; and and (3) except as provided in the next paragraph, an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiaryapplied, as the case may be) (A) FIRST, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness (other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to the Company or an Affiliate of the Company) within fifteen months 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; , by the Issuer or such Restricted Subsidiary, as the case may be: (Ba) SECONDto prepay, to the extent of the balance of such Net Available Cash after application in accordance with clause (A)repay, to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition redeem or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated purchase Pari Passu Indebtedness of the Company designated by Issuer (including the CompanySecurities) or a Subsidiary Guarantor or any Indebtedness (other than Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor (in each case, excluding Indebtedness owed to purchase Securities (and such other unsubordinated Indebtedness the Issuer or an Affiliate of the Company) pursuant to and subject to the conditions of Section 4.6(bIssuer); PROVIDEDprovided, HOWEVERhowever, that that, in connection with any prepayment, repayment repayment, redemption or purchase of Indebtedness pursuant to this clause (A) or (C) abovea), the Company Issuer or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid repaid, redeemed or purchased. Notwithstanding ; or (b) to invest in Additional Assets; provided that pending the foregoing provisions final application of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any such Net Available Cash in accordance with clause (a) or clause (b) above, the Issuer and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Section 4.6(a) except to the extent that the aggregate Indenture. Any Net Available Cash from all Asset Dispositions which that is not applied or invested as provided in accordance with this Section 4.6(a) exceeds $10.0 million. Pending application the preceding paragraph will be deemed to constitute “Excess Proceeds.” Not later than the 366th day from the later of Net Available Cash pursuant to this Section 4.6(a), the date of such Asset Disposition or the receipt of such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For Cash, if the purposes aggregate amount of this Section 4.6(a)Excess Proceeds exceeds $20.0 million, the following are deemed Issuer will make an offer (“Asset Disposition Offer”) to all Holders of Securities and, to the extent required by the terms of other Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring the Issuer to make an offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Securities”) to purchase the maximum principal amount of Securities and any such Pari Passu Securities to which the Asset Disposition Offer applies that may be cash or cash equivalents: (1) the assumption of Indebtedness purchased out of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C)Excess Proceeds, the Company shall purchase Securities tendered pursuant to at an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of in cash in an amount equal to 100% of their the principal amount (or, in the event such other unsubordinated Pari Passu Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, of the Securities and Pari Passu Securities plus accrued but and unpaid interest interest, if any (or, or in respect of such other unsubordinated Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness Indebtedness), to, but excluding, the date of purchase (subject to the Company) right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of over-subscription) set forth in this Section 4.6(c)3.5 or the agreements governing the Pari Passu Securities, as applicable, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. If the aggregate purchase price principal amount of Securities (surrendered by Holders thereof and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer Pari Passu Securities surrendered by holders or lenders, collectively, exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Company Trustee shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but on the basis of the aggregate principal amount of tendered Securities and Pari Passu Securities. To the extent that the aggregate principal amount of Securities and Pari Passu Securities so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Issuer and its Restricted Subsidiaries may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in round denominationsthis Indenture. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Company shall not be Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Issuer will purchase the principal amount of Securities and Pari Passu Securities required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) be purchased pursuant to this Section 4.6 3.5 (the “Asset Disposition Offer Amount”) or, if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an the Asset Disposition Offer is required with respect Amount has been so validly tendered and not properly withdrawn, all Securities and Pari Passu Securities validly tendered and not properly withdrawn in response to the Net Available Cash from Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any subsequent Asset Disposition). (1) Promptlyaccrued and unpaid interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and in any event within 10 days after no further interest will be payable to Holders who tender Securities pursuant to the Company becomes obligated Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Issuer will, to make an the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Securities or portions of Securities and Pari Passu Securities so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Company shall deliver to the Trustee Asset Disposition Offer Amount has been validly tendered and sendnot properly withdrawn, by first-class mail to all Securities and Pari Passu Securities so validly tendered and not properly withdrawn, in each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either case in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of principal amount, at the applicable purchase price$2,000. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes Issuer will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' ’ Certificate stating that such Securities are to be or portions thereof were accepted for payment by the Company pursuant to and Issuer in accordance with the terms of this SectionSection 3.5 and, in addition, the Issuer will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Securities. A Security shall be deemed The Issuer or the paying agent, as the case may be, will promptly (but in any case not later than five Business Days after the termination of the Asset Disposition Offer Period) mail or deliver to have been each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Securities so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Issuer for purchase at purchase, and the time Issuer will promptly issue a new Security, and the Trustee, directly upon delivery of an Officers’ Certificate from the Issuer, will authenticate and mail or through deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a minimum principal amount of $2,000 or an agentintegral multiple of $1,000 in excess of $2,000. In addition, mails the Issuer will take any and all other actions required by the agreements governing the Pari Passu Securities. Any Security not so accepted will be promptly mailed or delivers payment therefor delivered by the Issuer to the surrendering Holder. (d) Holder thereof. The Company shall Issuer will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase repurchase of Securities pursuant to this Sectionan Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 3.5, the Company shall Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section Indenture by virtue of its compliance with such securities laws or regulations. For the purposes of clause (2) of the first paragraph of this Section 3.5, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Guarantor Subordinated Obligations or Disqualified Stock) of the Issuer or Indebtedness of a Restricted Subsidiary (other than Subordinated Obligations or Disqualified Stock of the Issuer and Guarantor Subordinated Obligations or Disqualified Stock of any Restricted Subsidiary that is a Subsidiary Guarantor) and the release of the Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Issuer will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (3)(a) of the first paragraph of this Section 3.5; (2) with respect to any Asset Disposition of oil and gas properties by the Issuer or any of its Restricted Subsidiaries in which the Issuer or such Restricted Subsidiary still retains an interest, any agreement by the transferee (or any Affiliate thereof) to pay all or a portion of the costs and expenses related to the exploration, development, completion or production of such properties and activities related thereto; and (3) securities, notes or other obligations received by the Issuer or any Restricted Subsidiary from the transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of the first paragraph of this Section 3.5 shall be deemed satisfied with respect to any Asset Disposition in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation. The requirement of clause (3)(b) of the first paragraph of this Section 3.5 shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into by the Issuer or its Restricted Subsidiary within the specified time period and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement. The Issuer will not, and will not permit any Restricted Subsidiary to, engage in any Asset Swaps, unless: (1) at the time of entering into such Asset Swap and immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and (2) in the event such Asset Swap involves the transfer by the Issuer or any Restricted Subsidiary of assets having an aggregate Fair Market Value in excess of $20.0 million, the terms of such Asset Swap have been approved by a majority of the members of the Board of Directors of the Issuer.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: : (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value Fair Market Value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, ) of the shares and assets subject to such Asset Disposition; and (2ii) at least 8075% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% Temporary Cash Investments. Within 450 days after the receipt of the any Net Available Cash from such Asset Disposition is applied by (or, in the case of a Designated Foreign Asset Disposition, within the time period specified in the definition thereof), the Company (or such the applicable Restricted Subsidiary, as the case may be) , shall apply the Net Available Cash from such Asset Disposition: (A) FIRSTto reduce the outstanding principal amount of Credit Facility Indebtedness; (B) to reduce the outstanding principal amount of any other Senior Indebtedness of the Company or a Subsidiary Guarantor; provided, however, that to the extent the Company elects or such Subsidiary Guarantor repays any such other Senior Indebtedness, the Company shall equally and ratably reduce the principal amount of Securities outstanding, through open-market purchases or through redemption, or shall offer (in accordance with the procedures set forth in Section 4.06(b)) to all Holders to purchase their Securities at 100% of the principal amount thereof, plus accrued but unpaid interest, if any, in an aggregate principal amount which, if the offer were accepted, would result in such reduction; (C) to reduce the outstanding principal amount of Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor; (D) to acquire Additional Assets; or (E) to make capital expenditures that are used or is required by useful in a Related Business, in the terms case of any Indebtednessclauses (A), to prepay(B), repay, redeem or purchase Indebtedness and (C) other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness Indebtedness owed to the Company or an Affiliate of the Company; provided that entering into and not abandoning or rejecting a binding commitment to acquire assets or property or make capital expenditures to satisfy clause (D) or (E) shall be treated as a permitted application of Net Available Cash from the date of such commitment; provided further, that (x) such acquisition or capital expenditure is consummated within fifteen months from 545 days after the later of the receipt of such Net Available Cash or the date of such Asset Disposition and (y) if such acquisition or capital expenditure is not consummated within the receipt of such Net Available Cash; period set forth in subclause (B) SECONDx), to the extent of the balance of such Net Available Cash after application in accordance with clause (Anot so applied will be deemed to constitute Excess Proceeds under Section 4.06(b), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.64.06, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.6(a) 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.6(a) 4.06 exceeds $10.0 million50,000,000. Pending application of Net Available Cash pursuant to this Section 4.6(a)4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.6(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cashIndebtedness. (b) In Any Net Available Cash that is not applied or invested as provided in Section 4.06(a) shall constitute “Excess Proceeds.” When the event aggregate amount of an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C)Excess Proceeds exceeds $75,000,000, the Company shall purchase Securities tendered pursuant to make an offer by the Company for (an “Asset Disposition Offer”) to all Holders of the Securities (and, at the Company’s election, to holders of other Senior Indebtedness to purchase or redeem the maximum principal amount of Securities and such other unsubordinated Senior Indebtedness that may be purchased out of the Company) (the "OFFER") at a purchase amount of such Excess Proceeds. The offer price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, any Asset Disposition Offer shall be equal to 100% of the accreted value thereof) without premium, principal amount of the Securities and/or any such Senior Indebtedness plus accrued but and unpaid interest (orto the date of purchase, and shall be payable in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) cash in accordance with the procedures (including prorating in the event of over-subscriptionoversubscription) set forth in Section 4.6(c)this Indenture or the agreements governing the other Senior Indebtedness. If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Company Trustee shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness , which, in the case of the Company) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount Securities, shall be carried forward for purposes denominations of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole $2,000 principal amount or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.excess

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: : (1) the Company Issuer or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; ; (2) at least 8075% of the consideration thereof received by the Company Issuer or such Restricted Subsidiary Subsidiary, as the case may be, from such Asset Disposition is in the form of cash or cash equivalentsCash Equivalents or Additional Assets, or any combination thereof; and and (3) except as provided in the next paragraph an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiaryapplied, as the case may be) (A) FIRST, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness (other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to the Company or an Affiliate of the Company) within fifteen months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) SECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and , by the Issuer or such Restricted Subsidiary, as the case may be: (Ca) THIRD, to the extent the Issuer or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of the balance of such Net Available Cash after application in accordance with clauses (Aany Indebtedness) and (B)to prepay, to make an Offer to the holders of the Securities (and to holders of other unsubordinated repay, redeem or purchase Indebtedness of the Company designated by Issuer under the Company) to purchase Securities (and such Senior Secured Credit Agreement, any other unsubordinated Indebtedness of the CompanyIssuer or a Subsidiary Guarantor that is secured by a Lien permitted to be Incurred under this Indenture or Indebtedness (other than Disqualified Stock) pursuant to and subject to the conditions of Section 4.6(b)any Wholly-Owned Subsidiary that is not a Subsidiary Guarantor; PROVIDEDprovided, HOWEVERhowever, that that, in connection with any prepayment, repayment repayment, redemption or purchase of Indebtedness pursuant to this clause (A) or (C) abovea), the Company Issuer or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding ; or (b) to invest in Additional Assets; provided that pending the foregoing provisions final application of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any such Net Available Cash in accordance with this Section 4.6(a) except to 4.16, the extent that the aggregate Issuer and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from all Asset Dispositions which that is not applied or invested as provided in accordance with this Section 4.6(a) exceeds $10.0 million. Pending application the preceding paragraph will be deemed to constitute “Excess Proceeds.” Not later than the day following the date that is one year from the later of Net Available Cash pursuant to this Section 4.6(a), the date of such Asset Disposition or the receipt of such Net Available Cash shall Cash, if the aggregate amount of Excess Proceeds exceeds $20.0 million, the Issuer will be invested in Temporary Cash Investments or applied required to temporarily reduce revolving credit indebtedness. For make an offer (“Asset Disposition Offer”) to all Holders and to the purposes extent required by the terms of this Section 4.6(aother Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring the Issuer to make an offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the following are deemed maximum principal amount of Notes and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be cash or cash equivalents: (1) the assumption of Indebtedness purchased out of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C)Excess Proceeds, the Company shall purchase Securities tendered pursuant to at an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of in cash in an amount equal to 100% of their the principal amount (or, in the event such other unsubordinated Pari Passu Indebtedness of the Company Issuer was issued with significant original issue discount, 100% of the accreted value thereof) without premium, of the Notes and Pari Passu Notes plus accrued but and unpaid interest and Liquidated Damages, if any, (or, or in respect of such other unsubordinated Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness Indebtedness) to the date of purchase (subject to the Company) right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c)this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in denominations of at least $2,000 or an integral multiple of $1,000 thereafter. If the aggregate purchase price principal amount of Securities (Notes surrendered by holders thereof and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Company Trustee shall select the Securities and other unsubordinated Indebtedness Notes to be purchased on a pro rata basis but on the basis of the aggregate principal amount of tendered Notes and Pari Passu Notes. To the extent that the aggregate amount of Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in round denominationsthis Indenture. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Company shall not be Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Issuer will purchase the principal amount of Notes and Pari Passu Notes required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) be purchased pursuant to this Section 4.6 4.16 (the “Asset Disposition Offer Amount”) or, if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an the Asset Disposition Offer is required with respect Amount has been so validly tendered, all Notes and Pari Passu Notes validly tendered in response to the Net Available Cash from Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any subsequent Asset Disposition). (1) Promptlyaccrued and unpaid interest and Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and in any event within 10 days after no further interest or Liquidated Damages will be payable to holders who tender Notes pursuant to the Company becomes obligated Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Issuer will, to make an the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Notes or portions of Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Company shall deliver to the Trustee Asset Disposition Offer Amount has been validly tendered and sendnot properly withdrawn, by first-class mail to all Notes and Pari Passu Notes so validly tendered and not properly withdrawn, in each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either case in whole denominations of at least $2,000 or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in an integral multiples multiple of $1,000 of principal amount, at the applicable purchase pricethereafter. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes Issuer will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' ’ Certificate stating that such Securities are to be Notes or portions thereof were accepted for payment by the Company pursuant to and Issuer in accordance with the terms of this SectionSection 4.16 and, in addition, the Issuer will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. A Security shall be deemed The Issuer or the paying agent, as the case may be, will promptly (but in any case not later than five Business Days after the termination of the Asset Disposition Offer Period) mail or deliver to have been each tendering Holder or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Issuer for purchase at purchase, and the time Issuer will promptly issue a new Note, and the Trustee, directly upon delivery of an Officers’ Certificate from the Issuer, will authenticate and mail or through deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new Note will be in a principal amount of $2,000 or an agentintegral multiple of $1,000 thereafter. In addition, mails the Issuer will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Note not so accepted will be promptly mailed or delivers payment therefor delivered by the Issuer to the surrendering Holder. (d) Holder thereof. The Company shall Issuer will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase repurchase of Securities Notes pursuant to this SectionIndenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 4.16, the Company shall Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section Indenture by virtue of its compliance with such securities laws or regulations. For the purposes of clause (2) of the first paragraph of this Section 4.16, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Subordinated Obligations or Disqualified Stock) of the Issuer or Indebtedness of a Restricted Subsidiary (other than Guarantor Subordinated Obligations or Disqualified Stock of any Restricted Subsidiary that is a Subsidiary Guarantor) and the release of the Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (or in lieu of such a release, the agreement of the acquirer or its parent company to indemnify and hold the Issuer or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed Indebtedness; provided, however, that such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating), in which case the Issuer will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (3)(a) of the first paragraph of this Section 4.16); and (2) securities, notes or other obligations received by the Issuer or any Restricted Subsidiary from the transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 90 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of the first paragraph of this Section 4.16 shall be deemed satisfied with respect to any Asset Disposition in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation. The requirement of clause (3)(b) of the first paragraph of this Section 4.16 above shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into by the Issuer or its Restricted Subsidiary within the specified time period and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: : (1) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value Fair Market Value (including as such Fair Market Value to be determined on the value date of all non-cash consideration), as determined in good faith by the Board of Directors, contractually agreeing to such Asset Disposition) of the shares and or other assets subject to such Asset Disposition; and (2) at least 8075% of the aggregate consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) FIRST, to from such Asset Disposition and all other Asset Dispositions since the extent Issue Date, on a cumulative basis, is in the Company elects (form of cash or is required by the terms of any Indebtedness)Cash Equivalents or Additional Assets, to prepay, repay, redeem or purchase Indebtedness (other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary combination thereof. (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to the Company or an Affiliate of the Companyb) The Net Available Cash from such Asset Disposition may be applied, within fifteen months 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) SECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent by the Company electsor such Restricted Subsidiary, as the case may be: (1) to acquire Additional Assets within one year from the later of the date of such Asset Disposition prepay, repay, redeem or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated purchase Indebtedness of the Company designated by (including the CompanyNotes) or a Subsidiary Guarantor (other than Subordinated Obligations, Guarantor Subordinated Obligations or Disqualified Stock) or any Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor (in each case, excluding Indebtedness owed to purchase Securities (and such other unsubordinated Indebtedness the Company or an Affiliate of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDEDprovided, HOWEVERhowever, that that, in connection with any prepayment, repayment repayment, redemption or purchase of Indebtedness pursuant to this clause (A) or (C) aboveb), the Company or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid repaid, redeemed or purchased. Notwithstanding ; or (2) to make capital expenditures in the foregoing provisions Oil and Gas Business or to invest in or acquire Additional Assets; provided, that (i) pending the final application of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any such Net Available Cash in accordance with clause (a) or clause (b) of this Section 4.6(a4.13, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture and (ii) Net Available Cash from an Asset Disposition consummated prior to the second anniversary of the Issue Date may not be applied to repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Unsecured Debt. (c) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.13(b) will be deemed to constitute “Excess Proceeds.” Not later than the 366th day from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes and, to the extent required by the terms of other Pari Passu Indebtedness or Indebtedness secured by Prior Liens (collectively, “Subject Debt”), to all holders of Subject Debt outstanding with similar provisions requiring the Company to make an offer to purchase such Subject Debt with the proceeds from any Asset Disposition to purchase the maximum principal amount of Notes and any such Subject Debt to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount (or, in the event such Subject Debt was issued with significant original issue discount, 100% of the accreted value thereof) of the Notes and Subject Debt plus accrued and unpaid interest, if any (or in respect of such Subject Debt, such lesser price, if any, as may be provided for by the terms of such Indebtedness), to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures set forth in this Indenture or the agreements governing the Subject Debt, as applicable, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. If the aggregate principal amount of Notes surrendered by Holders thereof and other Subject Debt surrendered by Holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Subject Debt. To the extent that the aggregate principal amount of Notes and Subject Debt so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to Articles Four and Five of this Indenture. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (d) The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the aggregate Net Available Cash from all “Asset Dispositions which is not applied in accordance with this Section 4.6(a) exceeds $10.0 millionDisposition Offer Period”). Pending application No later than five Business Days after the termination of Net Available Cash the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Subject Debt required to be purchased pursuant to this Section 4.6(a)4.13 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawn, all Notes and Subject Debt validly tendered and not properly withdrawn in response to the Asset Disposition Offer. (e) If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such Net Available Cash shall record date, and no further interest will be invested payable to Holders who tender Notes pursuant to the Asset Disposition Offer. (f) On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes and Subject Debt or portions of Notes and Subject Debt so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes and Subject Debt so validly tendered and not properly withdrawn, in Temporary Cash Investments each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Notes or applied portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.13 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Subject Debt. The Company or the paying agent, as the case may be, will promptly (but in any case not later than five Business Days after the termination of the Asset Disposition Offer Period) mail or deliver to temporarily reduce revolving credit indebtednesseach tendering Holder of Notes or holder or lender of Subject Debt, as the case may be, an amount equal to the purchase price of the Notes or Subject Debt so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided, that each such new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Subject Debt. Any Note not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. (g) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.13, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. (h) For the purposes of this clause (2) of Section 4.6(a)4.13(a) above, the following are will be deemed to be cash or cash equivalents: cash: (1) the assumption by the transferee of Indebtedness (other than Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Subordinated Obligations or Disqualified Stock of any Restricted Subsidiary that is a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with Section 4.13(b)(1)); and (2) securities securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (b2) In the event of an Section 4.13(a) above shall be deemed satisfied with respect to any Asset Disposition that requires in which the purchase of Securities (and other unsubordinated Indebtedness cash or Cash Equivalents portion of the Company) pursuant to Section 4.6(a)(3)(C)consideration received therefrom, the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) determined in accordance with the procedures (including prorating in foregoing provision on an after-tax basis, is equal to or greater than what the event of overafter-subscription) set forth in Section 4.6(c). If tax proceeds would have been had such Asset Disposition complied with the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition)aforementioned 75% limitation. (1i) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples The requirement of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a4.13(b) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security above shall be deemed to have been accepted for purchase at be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the time the Trustee, directly acquisitions or through an agent, mails or delivers payment therefor expenditures referred to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, therein is entered into by the Company shall comply with or its Restricted Subsidiary within the applicable securities laws specified time period and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance such Net Available Cash is subsequently applied in accordance with such securities laws or regulationsagreement within six months following such agreement.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: : (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value Fair Market Value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, ) of the shares and assets subject to such Asset Disposition; and (2ii) at least 8075% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% Temporary Cash Investments. Within 450 days after the receipt of the any Net Available Cash from such Asset Disposition is applied by (or, in the case of a Designated Foreign Asset Disposition, within the time period specified in the definition thereof), the Company (or such the applicable Restricted Subsidiary, as the case may be) , shall apply the Net Available Cash from such Asset Disposition: (A) FIRSTto reduce the outstanding principal amount of Credit Facility Indebtedness; (B) to reduce the outstanding principal amount of any other Senior Indebtedness of the Company or a Subsidiary Guarantor; provided, however, that to the extent the Company elects or such Subsidiary Guarantor repays any such other Senior Indebtedness, the Company shall equally and ratably reduce the principal amount of Securities outstanding, through open-market purchases or through redemption, or shall offer (in accordance with the procedures set forth in Section 4.06(b)) to all Holders to purchase their Securities at 100% of the principal amount thereof, plus accrued but unpaid interest, if any, in an aggregate principal amount which, if the offer were accepted, would result in such reduction; (C) to reduce the outstanding principal amount of Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor; (D) to acquire Additional Assets; or (E) to make capital expenditures that are used or is required by useful in a Related Business, in the terms case of any Indebtednessclauses (A), to prepay(B), repay, redeem or purchase Indebtedness and (C) other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness Indebtedness owed to the Company or an Affiliate of the Company; provided that entering into and not abandoning or rejecting a binding commitment to acquire assets or property or make capital expenditures to satisfy clause (D) or (E) shall be treated as a permitted application of Net Available Cash from the date of such commitment; provided further, that (x) such acquisition or capital expenditure is consummated within fifteen months from 545 days after the later of the receipt of such Net Available Cash or the date of such Asset Disposition and (y) if such acquisition or capital expenditure is not consummated within the receipt of such Net Available Cash; period set forth in subclause (B) SECONDx), to the extent of the balance of such Net Available Cash after application in accordance with clause (Anot so applied will be deemed to constitute Excess Proceeds under Section 4.06(b), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.64.06, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.6(a) 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.6(a) 4.06 exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.6(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.6(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash75,000,000. (b) In Any Net Available Cash that is not applied or invested as provided in Section 4.06(a) shall constitute “Excess Proceeds.” When the event aggregate amount of an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C)Excess Proceeds exceeds $100,000,000, the Company shall purchase Securities tendered pursuant to make an offer by the Company for (an “Asset Disposition Offer”) to all Holders of the Securities (and, at the Company’s election, to holders of other Senior Indebtedness to purchase or redeem the maximum principal amount of Securities and such other unsubordinated Senior Indebtedness that may be purchased out of the Company) (the "OFFER") at a purchase amount of such Excess Proceeds. The offer price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, any Asset Disposition Offer shall be equal to 100% of the accreted value thereof) without premium, principal amount of the Securities and/or any such Senior Indebtedness plus accrued but and unpaid interest (orto the date of purchase, and shall be payable in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) cash in accordance with the procedures (including prorating in the event of over-subscriptionoversubscription) set forth in Section 4.6(c)this Indenture or the agreements governing the other Senior Indebtedness. If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Company Trustee shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations, which, in the case of the Securities, shall be denominations of $2,000 principal amount or integral multiples of $1,000 in excess thereof. The Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero and, so long as all Securities validly tendered and not withdrawn pursuant to such offer are purchased by the Company shall not be required to make an Offer in compliance with this Section 4.06, any excess of the offer amount over the amount applied to purchase Securities (and such other unsubordinated Indebtedness of the CompanySenior Indebtedness) pursuant to such offer may be applied by the Company for any purpose not prohibited by this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition)Indenture. (1c) (i) Promptly, and in any event within 10 days after the Company becomes obligated to make an Asset Disposition Offer, the Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b4.06(b) in the event the Asset Disposition Offer is oversubscribed) in integral multiples of $1,000 2,000 of principal amountamount or any whole integral multiple of $1,000 in excess thereof, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE"“Purchase Date”) and shall contain such information concerning the business of the Company which the Company in good faith believes will shall enable such Holders to make an informed decision (which at a minimum will shall include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's ’s business subsequent to the date of the latest of such Reportsreports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Asset Disposition Offer, together with the information contained address referred to in clause (3)iii) below. (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: : (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) at least 80% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (Issuer or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (Asuch fair market value to be determined on the date of contractually agreeing to such Asset Disposition) FIRSTof the shares and assets subject to such Asset Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Company Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration from such Asset Disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise), together with all other Asset Dispositions since the Issue Date (on a cumulative basis) received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; (3) the Issuer or any of its Restricted Subsidiaries will apply 100% of the Net Available Cash from any Asset Disposition: (i) to the extent the Issuer or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), (A) to prepay, repay, redeem repay or purchase any Indebtedness (other than of a Non-Guarantor Subsidiary, any Disqualified Stock) of CB Richard Pari Passu Debt Obligations or any Wholly Owned Subsidiary Senior-Priority Obligations, including Indebtedness under the ABL Facility Agreement or any Refinancing Indebtedness in respect thereof (in each case case, other ▇▇▇▇ ▇▇▇▇▇tedness than Indebtedness owed to the Company Issuer or an Affiliate of the Companyany Restricted Subsidiary) within fifteen months 450 days from the later of (1) the date of such Asset Disposition or and (2) the receipt of such Net Available Cash; Cash (B) SECONDas applicable, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such “Asset Disposition or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(bProceeds Application Period”); PROVIDEDprovided, HOWEVERhowever, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (A) or (C) abovei), the Company Issuer or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding ; or (B) to prepay, repay or purchase Senior Indebtedness; provided that, to the foregoing extent the Issuer prepays, repays or purchases Pari Passu Debt Obligations or unsecured Senior Indebtedness pursuant to clause (A) above or this clause (B), the Issuer shall equally and ratably reduce Obligations under the Notes as provided under Section 5.7, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; provided further, that, in addition to the foregoing, the Net Available Cash from an Asset Disposition of Collateral may not be applied to prepay, repay or purchase any Indebtedness other than Senior-Priority Obligations or Junior-Priority Obligations; (ii) to the extent the Issuer or any Restricted Subsidiary, as the case may be, elects to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Issuer or another Restricted Subsidiary) within the Asset Disposition Proceeds Application Period; provided, however, that a binding agreement shall be treated as a permitted application of Net Available Cash from the date of such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Available Cash is applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, further, that if any Second Commitment is later cancelled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall constitute Excess Proceeds; or (iii) any combination of the foregoing; and (4) if such Asset Disposition involves the disposition of Collateral, the Issuer or such Subsidiary has complied with the applicable provisions of this Section 4.6, the Company Indenture and the Restricted Subsidiaries shall not be required to apply Collateral Documents; provided, however, that, pending the final application of any such Net Available Cash in accordance with Section 3.5(a)(3)(i) or (ii), the Issuer and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Indenture. (b) Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in Section 3.5(a) shall be deemed to constitute “Excess Proceeds” under this Indenture. On the 451st day after an Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds under this Indenture exceeds $200,000,000, the Issuer shall within twenty (20) Business Days be required to make an offer (“Asset Disposition Offer”) to all Holders and, to the extent the Issuer elects, to the holders of any outstanding Pari Passu Debt Obligations (and only to the extent the Excess Proceeds are greater than the outstanding Pari Passu Debt Obligations, other Senior Indebtedness), to purchase the maximum principal amount of Notes and any such Pari Passu Debt Obligations (and, if applicable, Senior Indebtedness) to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price equal to 100% of the principal amount of the Notes and any such Pari Passu Debt Obligations (and, if applicable, Senior Indebtedness), in each case, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt Obligations (and, if applicable, Senior Indebtedness), as applicable, and, with respect to the Notes, in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Issuer shall deliver notice of such Asset Disposition Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder at the address of such Holder appearing in the security register or otherwise in accordance with the applicable procedures of DTC, describing the transaction or transactions that constitute the Asset Disposition and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date shall be no earlier than 15 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice. The Issuer may satisfy the foregoing obligation with respect to such Net Available Cash from an Asset Disposition by making an Asset Disposition Offer prior to the expiration of the Asset Disposition Proceeds Application Period (the “Advance Offer”) with respect to all or a part of the Net Available Cash (the “Advance Portion”) in advance of being required to do so by this Section 4.6(a3.5. (c) except To the extent that the aggregate amount of Notes and any such Pari Passu Debt Obligations (and, if applicable, Senior Indebtedness) so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion), the Issuer may use any remaining Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion) for any purpose not prohibited by this Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer by Holders and Pari Passu Debt Obligations surrendered by holders or lenders thereof, collectively, exceeds the amount of Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion), the Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion) shall be allocated among the Notes and any such Pari Passu Debt Obligations to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and any such Pari Passu Debt Obligations; provided that no Notes or Pari Passu Debt Obligations shall be selected and purchased in an unauthorized denomination. Upon completion of any Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero (regardless of whether there are any remaining Excess Proceeds upon such completion), and in the case of an Advance Offer, the amount of Net Available Cash the Issuer is offering to apply in such Advance Offer shall be excluded in subsequent calculations of Excess Proceeds. Additionally, upon consummation or expiration of any Advance Offer, any remaining Net Available Cash shall not be deemed Excess Proceeds and the Issuer may use such Net Available Cash for any purpose not otherwise prohibited under this Indenture. (d) To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than U.S. dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. dollars that is actually received by the Issuer upon converting such portion into U.S. dollars. (e) Notwithstanding any other provisions of this Section 3.5, (i) to the extent that any of or all the Net Available Cash of any Asset Disposition by a Foreign Subsidiary (a “Foreign Disposition”) is prohibited or delayed by applicable local law, or would give rise to a violation of a third-party agreement of the Issuer or any Restricted Subsidiary, from being repatriated to the United States, the portion of such Net Available Cash so affected will not be required to be applied in compliance with this Section 3.5, and such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law or third-party agreement will not permit repatriation to the United States (the Issuer hereby agreeing to use reasonable efforts (as determined in the Issuer’s reasonable business judgment) to otherwise cause the applicable Foreign Subsidiary to within one year following the date on which the respective payment would otherwise have been required, to promptly take all actions reasonably required by the applicable local law or third-party agreement to permit such repatriation), and if within one year following the date on which the respective payment would otherwise have been required, such repatriation of any of such affected Net Available Cash is permitted under the applicable local law or third-party agreement, such repatriation will be promptly effected and such repatriated Net Available Cash will be promptly (and in any event not later than five (5) Business Days after such repatriation could be made) applied (net of additional Taxes payable or reserved against as a result thereof) in compliance with this Section 3.5 and (ii) to the extent that the aggregate Issuer has determined in good faith that repatriation of any of or all the Net Available Cash from all Asset Dispositions which is not applied in accordance of any Foreign Disposition would have an adverse Tax cost consequence with this Section 4.6(a) exceeds $10.0 million. Pending application of Net Available Cash pursuant respect to this Section 4.6(a), such Net Available Cash shall (which for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so the Issuer, any Restricted Subsidiary or any of their respective affiliates would incur a tax liability, including a tax dividend, deemed dividend pursuant to Code Section 956 or a withholding tax), the Net Available Cash so affected may be invested in Temporary Cash Investments retained by the applicable Foreign Subsidiary. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or applied to temporarily reduce revolving credit indebtedness. an Event of Default. (f) For the purposes of this Section 4.6(a3.5(a)(2), the following are will be deemed to be cash or cash equivalents: cash: (1i) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Issuer or a Restricted Subsidiary (other than Subordinated Indebtedness of the Company Issuer or any Restricted Subsidiary a Guarantor) and the release of the Company Issuer or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition and Disposition; (2ii) securities securities, notes or other obligations received by the Company Issuer or any Restricted Subsidiary of the Issuer from the transferee that are promptly converted by the Company Issuer or such Restricted Subsidiary into cashcash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (iii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Issuer and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition; (iv) consideration consisting of Indebtedness of the Issuer (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Issuer or any Restricted Subsidiary; and (v) any Designated Non-Cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 3.5 that is at that time outstanding, not to exceed the greater of $650,000,000 and 3.0% of Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (bg) In Upon the event commencement of an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C)Offer, the Company Issuer shall purchase Securities tendered pursuant send, or cause to an offer be sent, electronically or by first class mail, a notice to the Company for the Securities (Trustee and such other unsubordinated Indebtedness of the Company) (the "OFFER") to each Holder at a purchase price of 100% of their principal amount (orits registered address, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) in accordance with the applicable procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase priceDTC. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to enable such Holder to tender Securities Notes pursuant to the Asset Disposition Offer. Any Asset Disposition Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Disposition Offer, together with shall state: (1) that the information contained in clause Asset Disposition Offer is being made pursuant to this Section 3.5 and that, to the extent lawful, all Notes tendered and not withdrawn shall be accepted for payment (3unless prorated).; (2) Not the Asset Disposition payment amount, the Asset Disposition offered price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 15 days and not later than 60 days from the date upon which written notice of an Offer such notices is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer mailed (the "OFFER AMOUNT"“Asset Sale Payment Date”), including information as to ; (3) that any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee Notes not tendered or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held accepted for payment will remain outstanding and continue to accrue interest in accordance with the provisions of this Section. If terms thereof; (4) that, unless the Offer includes other unsubordinated IndebtednessIssuer defaults in making such payment, the deposit described in the preceding sentence may be made with any other paying agent Notes accepted for payment pursuant to arrangements satisfactory the Asset Disposition Offer shall cease to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to accrue interest on and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6.Asset Sale Payment Date; (35) that Holders electing to have a Security any Notes purchased pursuant to any Asset Disposition Offer shall be required to surrender the SecurityNotes, with an appropriate the form duly completedentitled “Option of Holder to Elect Purchase” on the reverse of the Note completed (subject to any contrary procedures of DTC with respect to Global Notes), to the Company Paying Agent at the address specified in the notice at least three Business Days prior to the Purchase close of business on the third Business Day preceding the Asset Sale Payment Date. ; (6) that Holders shall will be entitled to withdraw their tendered Notes and their election if to require the Trustee or Issuer to purchase such Notes; provided that the Company receives Paying Agent receives, not later than one the close of business on the second Business Day prior to the Purchase expiration date of the Asset Sale Payment Date, a telextelegram, facsimile transmission or letter setting forth the name of the HolderHolder of the Notes, the principal amount of the Security which was delivered Notes tendered for purchase by the Holder purchase, and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.withdra

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall Company, UPC NL Holdco and an Affiliate Covenant Party will not, and shall will not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: : (1) the Company Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time (including by way of such Asset Disposition relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors or senior management of the Company (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; ; (2) unless the Asset Disposition is a Permitted Asset Swap, at least 8075% of the consideration thereof from such Asset Disposition (excluding any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, other than Indebtedness) received by the Company Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalentsCash Equivalents; and and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary, as the case may be) : (A) FIRST, to the extent the Company Company, UPC NL Holdco, any Affiliate Covenant Party or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness (other than any Disqualified Stock) of CB Richard the Company, UPC NL Holdco, an Affiliate Covenant Party or any Wholly Owned other Obligor, or Indebtedness of a Restricted Subsidiary that is not an Obligor (in each case other ▇▇▇▇ ▇▇▇▇▇tedness than Indebtedness owed to the Company Company, UPC NL Holdco, an Affiliate Covenant Party or an Affiliate of the Company) within fifteen months 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) SECONDprovided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to the extent of the balance of such Net Available Cash after application in accordance with this clause (A), the Company, UPC NL Holdco, an Affiliate Covenant Party such Obligor or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) (except in the case of any revolving Indebtedness) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (B) to the extent the Company electsCompany, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary elects to acquire invest in or commit to invest in Additional Assets within one year 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRDprovided, however, that any such reinvestment in Additional Assets made pursuant to a definitive agreement or a commitment approved by the extent Board of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness Directors or senior management of the Company designated by that is executed or approved within such time will satisfy this requirement, so long as such investment is consummated within 6 months of such 365th day; provided that pending the Company) to purchase Securities (and final application of any such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with clause (A) or clause (B) of this Section 4.6(a4.10(a)(3), the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Agreement. (b) except Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied as provided in Section 4.10(a)(3) will be deemed to constitute “Excess Proceeds”. (c) To the extent that the Company, UPC NL Holdco or an Affiliate Covenant Party is required pursuant to the terms of the Indentures (or any similar terms in an instrument or agreement governing Senior Indebtedness other than the Finance Documents) to make an offer to redeem or prepay the Indebtedness thereunder (an “Excess Proceeds Redemption Offer”), then the Company, UPC NL Holdco or an Affiliate Covenant Party shall include the Outstandings under the Facilities in such offer to prepay (and shall provide notice of such offer to the Facility Agent), such that a portion of the Excess Proceeds (the “Prepayment Amount”) that is equivalent to the proportion that the aggregate amount of the Outstandings under the Facilities bears to the aggregate principal amount of other Senior Indebtedness is available to be applied and is so applied in prepayment of the Outstandings plus accrued and unpaid interest owed to each Lender under the Facilities (to the extent that such Lender accepts any such offer of prepayment). (d) To the aggregate Net Available Cash from all Asset Dispositions which extent that the Company, UPC NL Holdco or an Affiliate Covenant Party is not required to make an Excess Proceeds Redemption Offer, the Company, UPC NL Holdco or an Affiliate Covenant Party shall procure that the Excess Proceeds are applied in accordance prepayment of the Outstandings plus accrued and unpaid interest under one or more Facilities selected by the Company. (e) Following compliance with this Section 4.6(athe requirements of paragraph (d) exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.6(aand (e), such Net Available Cash shall be invested the Company may use any remaining Excess Proceeds for general corporate purposes in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. any manner not prohibited by this Agreement. (f) For the purposes of this Section 4.6(a)4.10, the following are will be deemed to be cash or cash equivalents: cash: (1) the assumption by the transferee of Indebtedness (other than Subordinated Obligations) of the Company Company, UPC NL Holdco, or any an Affiliate Covenant Party or Indebtedness of a Restricted Subsidiary and the release of the Company Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with Section 4.10(a)(3)(A)); (2) securities securities, notes or other obligations received by the Company Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary from the transferee that are promptly converted convertible by the Company Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary into cash.cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (b3) In Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the event extent that the Company, UPC NL Holdco, an Affiliate Covenant Party and each other Restricted Subsidiary are released from any guarantee of an payment of the principal amount of such Indebtedness in connection with such Asset Disposition that requires the purchase Disposition; (4) consideration consisting of Securities (and other unsubordinated Indebtedness of the Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary; (5) pursuant to Section 4.6(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer any Designated Non-Cash Consideration received by the Company for the Securities (and Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary in such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100Asset Dispositions having an aggregate fair market value not to exceed 25.0% of the accreted value thereof) without premium, plus accrued but unpaid interest consideration from such Asset Disposition (or, in respect of excluding any consideration received from such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) Asset Disposition in accordance with clauses (1) to (4) of Section 4.10(f)) (with the procedures fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); and (including prorating 6) in the event addition to any Designated Non-Cash Consideration received pursuant to clause (5) of overSection 4.10(f), Designated Non-subscription) set forth in Section 4.6(c). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of Cash Consideration received by the Company) tendered pursuant to the Offer exceeds the Net Available , UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) Consideration received pursuant to this Section 4.6 if clause (6) that is at that time outstanding, not to exceed the Net Available Cash available therefor is less than $10.0 greater of €120.0 million and 5.0% of Total Assets (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice fair market value of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount each item of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Designated Non-Cash from the Asset Dispositions pursuant to which such Offer is Consideration being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase measured at the time the Trustee, directly or through an agent, mails or delivers payment therefor received and without giving effect to the surrendering Holdersubsequent changes in value). (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. will not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any SPV Asset Sale. (b) The Company, UPC NL Holdco and an Affiliate Covenant Party will not, and will not permit any of the Restricted Subsidiaries to, make any Asset Disposition unless: : (1) the Company Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time (including by way of such Asset Disposition relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors or senior management of the Company (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; ; (2) unless the Asset Disposition is a Permitted Asset Swap, at least 8075% of the consideration thereof from such Asset Disposition (excluding any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, other than Indebtedness) received by the Company Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalentsCash Equivalents; and and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary, as the case may be) : (A) FIRST, to the extent the Company Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness (other than any Disqualified Stock) of CB Richard the Company, UPC NL Holdco, an Affiliate Covenant Party or any Wholly Owned other Covenant Party (including the Proceeds Loan), or Indebtedness of a Restricted Subsidiary that is not a Covenant Party (in each case other ▇▇▇▇ ▇▇▇▇▇tedness than Indebtedness owed to the Company Company, UPC NL Holdco, an Affiliate Covenant Party or an Affiliate of the Company) within fifteen months 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a), the Company, UPC NL Holdco, an Affiliate Covenant Party such Covenant Party or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) (except in the case of any revolving Indebtedness) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (B) SECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company electsCompany, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary elects to acquire invest in or commit to invest in Additional Assets within one year 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRDprovided, however, that any such reinvestment in Additional Assets made pursuant to a definitive agreement or a commitment approved by the extent Board of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness Directors or senior management of the Company designated by that is executed or approved within such time will satisfy this requirement, so long as such investment is consummated within 6 months of such 365th day; provided that pending the Company) to purchase Securities (and final application of any such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with clause (A) or clause (B) of this Section 4.6(a4.10(b)(3), the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Agreement. (c) except Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied as provided in Section 4.10(b)(3) will be deemed to constitute “Excess Proceeds”. (d) To the extent that the Company, UPC NL Holdco or an Affiliate Covenant Party is required pursuant to the terms of the Indentures (or any similar terms in an instrument or agreement governing Senior Indebtedness other than the Finance Documents) to make an offer to redeem or prepay the Indebtedness thereunder (an “Excess Proceeds Redemption Offer”), then the Company, UPC NL Holdco or an Affiliate Covenant Party shall include the Outstandings under the Facilities in such offer to prepay (and shall provide notice of such offer to the Facility Agent), such that a portion of the Excess Proceeds (the “Prepayment Amount”) that is equivalent to the proportion that the aggregate amount of the Outstandings under the Facilities bears to the aggregate principal amount of other Senior Indebtedness is available to be applied and is so applied in prepayment of the Outstandings plus accrued and unpaid interest owed to each Lender under the Facilities (to the extent that such Lender accepts any such offer of prepayment). (e) To the aggregate Net Available Cash from all Asset Dispositions which extent that the Company, UPC NL Holdco or an Affiliate Covenant Party is not required to make an Excess Proceeds Redemption Offer, the Company, UPC NL Holdco or an Affiliate Covenant Party shall procure that the Excess Proceeds are applied in accordance prepayment of the Outstandings plus accrued and unpaid interest under one or more Facilities selected by the Company. (f) Following compliance with this Section 4.6(athe requirements of paragraph (d) exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.6(aand (e), such Net Available Cash shall be invested the Company may use any remaining Excess Proceeds for general corporate purposes in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. any manner not prohibited by this Agreement. (g) For the purposes of this Section 4.6(a)4.10, the following are will be deemed to be cash or cash equivalents: cash: (1) the assumption by the transferee of Indebtedness (other than Subordinated Obligations) of the Company Company, UPC NL Holdco or any an Affiliate Covenant Party or Indebtedness of a Restricted Subsidiary and the release of the Company Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with Section 4.10(b)(3)(A)); (2) securities securities, notes or other obligations received by the Company Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary from the transferee that are promptly converted convertible by the Company Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary into cash.cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (b3) In Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the event extent that the Company, UPC NL Holdco, an Affiliate Covenant Party and each other Restricted Subsidiary are released from any guarantee of an payment of the principal amount of such Indebtedness in connection with such Asset Disposition that requires the purchase Disposition; (4) consideration consisting of Securities (and other unsubordinated Indebtedness of the Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary; (5) pursuant to Section 4.6(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer any Designated Non-Cash Consideration received by the Company for the Securities (and Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary in such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100Asset Dispositions having an aggregate fair market value not to exceed 25.0% of the accreted value thereof) without premium, plus accrued but unpaid interest consideration from such Asset Disposition (or, in respect of excluding any consideration received from such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) Asset Disposition in accordance with clauses (1) to (4) of Section 4.10(g)) (with the procedures fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); and (including prorating 6) in the event addition to any Designated Non-Cash Consideration received pursuant to clause (5) of overSection 4.10(g), Designated Non-subscription) set forth in Section 4.6(c). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of Cash Consideration received by the Company) tendered pursuant to the Offer exceeds the Net Available , UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) Consideration received pursuant to this Section 4.6 if clause (6) that is at that time outstanding, not to exceed the Net Available Cash available therefor is less than $10.0 greater of €120.0 million and 5.0% of Total Assets (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice fair market value of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount each item of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Designated Non-Cash from the Asset Dispositions pursuant to which such Offer is Consideration being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase measured at the time the Trustee, directly or through an agent, mails or delivers payment therefor received and without giving effect to the surrendering Holdersubsequent changes in value). (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and nor shall not it permit any Restricted Subsidiary toSubsidiary, directly or indirectly, to consummate any Asset Disposition unless: : (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) at least 80% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) FIRST, receives consideration at least equal to the extent Fair Market Value (such Fair Market Value to be determined on the Company elects (or is required by the terms date of any Indebtedness), contractually agreeing to prepay, repay, redeem or purchase Indebtedness (other than any Disqualified Stocksuch Asset Disposition) of CB Richard or any Wholly Owned Subsidiary the Equity Interests and assets subject to such Asset Disposition; and (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to 2) at least 75% of the consideration from such Asset Disposition received by the Company or an Affiliate such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided, however, that if the Leverage Ratio as of the Companylast day of the Most Recent Fiscal Quarter prior to any Asset Disposition is (or, after giving pro forma effect to (consistent with the pro forma adjustment provisions set forth in the last paragraph of the definition of “Consolidated EBITDA”) within fifteen months such Asset Disposition, would be) 4.50 to 1.00 or less, the Company and its Restricted Subsidiaries shall not be required to comply with the restrictions and obligations set forth in this Section 4.5 with respect to any such Asset Disposition. (b) Within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) SECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such any Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in may apply, at its option, an amount equal to 100% of the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.6(a) except to the extent that the aggregate Net Available Cash from all such Asset Dispositions which is not applied in accordance with this Section 4.6(a) exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.6(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.6(a), the following are deemed to be cash or cash equivalents: Disposition: (1) to repay Obligations under the assumption Credit Agreement and to correspondingly reduce commitments with respect thereto; (2) to prepay, repay, redeem, reduce or purchase (and, in the case of a revolving credit facility, correspondingly reduce commitments with respect thereto) Obligations under Secured Indebtedness (or other secured Indebtedness under any Credit Facilities) of the Company or any Restricted Subsidiary (other than any Disqualified Stock or Subordinated Obligations) other than Indebtedness owed to the Company or a Restricted Subsidiary; (3) to prepay, repay, redeem, reduce or purchase (and, in the case of a revolving credit facility, correspondingly reduce commitments with respect thereto) Obligations under other Indebtedness of the Company or any Restricted Subsidiary (other than any Disqualified Stock or Subordinated Obligations) other than Indebtedness owed to the Company or a Restricted Subsidiary; provided that the Company shall equally and ratably redeem or repurchase the Notes (i) pursuant to paragraph 5 of the Notes, (ii) through open market purchases or (iii) by making an Asset Disposition Offer (as defined below) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest on the amount of Notes that would otherwise be prepaid; (4) to invest in Additional Assets or make capital expenditures in or that are used or useful in a Similar Business; (5) to prepay, repay, reduce or purchase (and, in the case of a revolving credit facility, correspondingly reduce commitments with respect thereto) Obligations under Indebtedness of a Specified Consolidated Subsidiary that is not a Guarantor, other than Indebtedness owed to the Company or another Specified Consolidated Subsidiary; or (6) in any combination of applications described in (1), (2), (3), (4) or (5) above; provided that pending the final application of any such Net Available Cash in accordance with clause (1), (2), (3), (4), (5) or (6) above and clause (c) below, the Company and the release Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Indenture; provided, further, that in the case of clause (4), a binding commitment to invest in Additional Assets or to make such capital expenditures shall be treated as a permitted application of an amount of Net Available Cash from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such amount of Net Available Cash will be applied to satisfy such commitment within 365 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later canceled or terminated for any reason before such amount of Net Available Cash is applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination, it being understood that if a Second Commitment is later canceled or terminated for any reason before such amount of Net Available Cash is applied, then such amount of Net Available Cash shall constitute Excess Proceeds. For the purposes of clause (a)(2) above and for no other purpose, the following will be deemed to be cash: (1) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary (other than (x) liabilities that are by their terms subordinated to the Notes or the Guarantees, (y) Preferred Stock and (z) Disqualified Stock) that are assumed by the transferee of any such assets (or that are otherwise canceled, forgiven or terminated in connection with the transaction with such transferee) for which the Company and all such Restricted Subsidiaries have been validly released by all creditors in writing; (2) the principal amount of any Indebtedness of any Restricted Subsidiary that ceases to be a Restricted Subsidiary as a result of such Asset Disposition (other than intercompany debt owed to the Company or the Restricted Subsidiaries), to the extent that the Company and each other Restricted Subsidiary are released from all liability on any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition Disposition; (3) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in respect of such sale, transfer, lease or other disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (3) that is at that time outstanding, not in excess of $50 million, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; (4) any MLP Common Unit Consideration received by the Company or such Restricted Subsidiary in respect of such sale, transfer, lease or other disposition having an aggregate Fair Market Value, taken together with all other MLP Common Unit Consideration received pursuant to this clause (4) that is at that time outstanding, not in excess of $150 million, with the value of each item of MLP Common Unit Consideration being measured at the time received and without giving effect to subsequent changes in value; (5) any interests or securities received by the MLP General Partner in respect of such sale, transfer, lease or other disposition in order to maintain a 2% general partner interest in the MLP; and (6) securities any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cashcash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Disposition. (c) Any amount of Net Available Cash from Asset Dispositions that is not applied or invested as provided in the first paragraph of clause (b) In above will be deemed to constitute “Excess Proceeds.” On the event of 366th day after an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness of Disposition, or earlier at the Company) pursuant to Section 4.6(a)(3)(C)’s option, if the aggregate amount of Excess Proceeds exceeds $50 million, the Company shall purchase Securities tendered pursuant to or a Restricted Subsidiary will make an offer by (“Asset Disposition Offer”) to all Holders and, at the Company for Company’s election, to the Securities (holders of any Pari Passu Indebtedness, to purchase the maximum aggregate principal amount of Notes and any such other unsubordinated Pari Passu Indebtedness that may be purchased out of the Company) (the "OFFER") Excess Proceeds, at a purchase an offer price of 100% of their principal in cash in an amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, equal to 100% of the accreted value principal amount thereof) without premium, plus accrued but and unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser priceinterest, if any, as may be provided for by to but not including the terms date of such unsubordinated Indebtedness purchase (subject to the right of Holders of record on a record date to receive interest due on the Company) relevant interest payment date), in accordance with the procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c)this Indenture or the agreements governing the relevant Pari Passu Indebtedness, as applicable, in each case in denominations of $2,000 and larger integral multiples of $1,000 in excess thereof. The Company or such Restricted Subsidiary will commence an Asset Disposition Offer with respect to Excess Proceeds by mailing or causing to be mailed by first-class mail (or otherwise delivered in accordance with the applicable procedures of the Depository) the notice required pursuant to the terms of this Indenture to the Holders at each Holder’s registered address, with a copy to the trustee. To the extent that the aggregate amount of Notes and the relevant Pari Passu Indebtedness validly tendered and not validly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company or a Restricted Subsidiary may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate purchase price principal amount of Securities (Notes surrendered by Holders thereof and any other unsubordinated Pari Passu Indebtedness of the Company) tendered pursuant to the Offer surrendered by holders or lenders, collectively, exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Company shall select the Securities Notes and other unsubordinated Pari Passu Indebtedness to be purchased repurchased shall be selected on a pro rata basis but in round denominationson the basis of the aggregate principal amount of tendered Notes and tendered Pari Passu Indebtedness. The Company shall not be required to make an Offer Upon completion of such Asset Disposition Offer, regardless of the amount of Excess Proceeds used to purchase Securities (and Notes or other unsubordinated Pari Passu Indebtedness of the Company) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Disposition Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased Excess Proceeds shall be required to surrender the Security, with an appropriate form duly completed, to the Company reset at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holderzero. (d) The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company or the applicable Restricted Subsidiary shall apply all Excess Proceeds to the purchase of the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness required to be purchased pursuant to this Section 4.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount of Notes (and, if applicable, Pari Passu Indebtedness) has been so validly tendered and not validly withdrawn, all Notes and Pari Passu Indebtedness validly tendered and not validly withdrawn in response to the Asset Disposition Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made. (e) The Company and any Restricted Subsidiary shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase repurchase of Securities Notes pursuant to this SectionSection 4.5. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 4.5, the Company shall and such Restricted Subsidiary will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.5 by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition of Collateral unless: : (1) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), of the Collateral subject to such Asset Disposition; (2) at least 80% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents and 100% of the Net Available Cash therefrom is deposited directly by the Company into the Collateral Account; and (3) the remaining consideration from such Asset Disposition that is not in the form of cash or Cash Equivalents is thereupon with its acquisition pledged as First Priority Collateral to secure the Securities, in the case of an Asset Disposition of First Priority Collateral, or as Second Priority Collateral, in the case of an Asset Disposition of Second Priority Collateral. Any Net Available Cash deposited into the Collateral Account from any Asset Dispositions of First Priority Collateral, Recovery Events (as described below) or Asset Swaps involving the transfer of Collateral (as described in Section 3.5(d) below) may be withdrawn by the Company to be invested by the Company in Additional Assets within 360 days of the date of such Asset Disposition, Recovery Event or Asset Swap, which Additional Assets are thereupon with their acquisition added to the First Priority Collateral securing the Securities; provided that if during such 360-day period the Company or such Restricted Subsidiary (x) enters into a written agreement committing it to apply such Net Available Cash in accordance with the requirements of this paragraph after such 360-day period or (y) has begun construction of such Additional Assets using such Net Available Cash and delivers an Officers’ Certificate to the Trustee certifying that such Net Available Cash has been budgeted toward such construction, then such 360-day period will be extended with respect to the amount of Net Available Cash so committed or so budgeted for a period, in each case not to exceed 180 days, until such Net Available Cash is required to be applied in accordance with such agreement (or, if earlier, until termination of such agreement) or has been applied toward such construction, as the case may be. In the case of an Asset Disposition of Second Priority Collateral, any Net Available Cash will be deposited in accordance with the Intercreditor Agreement. All of the Net Available Cash received by the Company or such Restricted Subsidiary, as the case may be, from any Recovery Event shall be deposited directly into the Collateral Account and may be withdrawn by the Company or such Restricted Subsidiary to be invested in Additional Assets (which may include performance of a Restoration of the affected Collateral) in accordance with the preceding paragraph within 360 days of the date of such Recovery Event, or such later date if the period is extended as described above in this Section 3.5(a). Any Net Available Cash from Asset Dispositions of Collateral, Asset Swaps involving the transfer of Collateral or Recovery Events that are not applied or invested as provided in this Section 3.5(a) or in accordance with the Collateral Documents will be deemed to constitute “Excess Collateral Proceeds.” On the 361st day after an Asset Disposition, Asset Swap or Recovery Event pursuant to this Section 3.5(a), or such later date if the period is extended as described above, if the aggregate amount of Excess Collateral Proceeds exceeds $8.0 million, the Company will be required to make an offer (“Collateral Disposition Offer”) to all Holders of Securities to purchase the maximum principal amount of Securities to which the Collateral Disposition Offer applies that may be purchased out of the Excess Collateral Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture in denominations of $2,000 and integral multiples of $1,000 in excess thereof; provided, however, that to the extent the Excess Collateral Proceeds relate to Asset Dispositions of Second Priority Collateral, the Company may, prior to making a Collateral Disposition Offer, make a mandatory prepayment with respect to the maximum principal amount of Indebtedness that is secured by such Collateral on a first-priority basis that may be prepaid out of such Excess Collateral Proceeds, at a price in cash in an amount equal to 100% of the principal amount of such Indebtedness, plus accrued and unpaid interest to the date of prepayment, with any Excess Collateral Proceeds not used to prepay such Indebtedness offered to Holders of Securities in accordance with this paragraph. To the extent that the aggregate amount of Securities (and such other Indebtedness in the case of an Asset Disposition of Second Priority Collateral) so validly tendered and not properly withdrawn pursuant to a Collateral Disposition Offer is less than the Excess Collateral Proceeds, the Company may use any remaining Excess Collateral Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof exceeds the amount of Excess Collateral Proceeds as set forth in an Officers’ Certificate, the Trustee shall select the Securities to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities (with such adjustments as may be deemed appropriate by the Trustee so that only Securities in denominations of $2,000 or integral multiples of $1,000 in excess thereof shall be purchased). Upon completion of such Collateral Disposition Offer, the amount of Excess Collateral Proceeds shall be reset at zero. (b) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition (other than an Asset Disposition of Collateral) unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of DirectorsDirectors (including as to the value of all non-cash consideration), of the shares and assets subject to such Asset Disposition; ; (2) at least 80% of the consideration thereof from such Asset Disposition received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalentsCash Equivalents; and and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) : (A) FIRSTfirst, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem purchase, repurchase, redeem, retire, defease or purchase otherwise acquire Indebtedness of the Company (other than any Disqualified StockStock or Subordinated Obligations) or Indebtedness of CB Richard a Restricted Subsidiary (other than any Disqualified Stock or any Wholly Owned Subsidiary Guarantor Subordinated Obligations) (in each case other ▇▇▇▇ ▇▇▇▇▇tedness than Indebtedness owed to the Company or an Affiliate of the Company) within fifteen months 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that, in connection with any prepayment, repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition of Indebtedness pursuant to this clause (A), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, purchased, repurchased, redeemed, retired, defeased or otherwise acquired; and (B) SECONDsecond, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to acquire invest in Additional Assets within one year from the later 360 days of the date of such Asset Disposition or the receipt of Disposition; provided that if during such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, 360-day period the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if anyx) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required enters into a written agreement committing it to apply any such Net Available Cash in accordance with the requirements of this clause (B) after such 360-day period or (y) has begun construction of such Additional Assets using such Net Available Cash and delivers an Officers’ Certificate to the Trustee certifying that such Net Available Cash has been budgeted toward such construction, then such 360-day period will be extended with respect to the amount of Net Available Cash so committed or so budgeted for a period, in each case not to exceed 180 days, until such Net Available Cash is required to be applied in accordance with such agreement (or, if earlier, until termination of such agreement) or has been applied toward such construction, as the case may be; provided that pending the final application of any such Net Available Cash in accordance with clause (A) or clause (B) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions (other than Asset Dispositions of Collateral) that are not applied or invested as provided in this Section 4.6(a3.5(b) except will be deemed to constitute “Excess Proceeds.” On the 361st day after an Asset Disposition (or such later date if the 360-day period is extended as described in Section 3.5(b)(3)(B)), if the aggregate amount of Excess Proceeds exceeds $8.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and, to the extent required by the terms of other Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Pari Passu Indebtedness with the proceeds from any such Asset Disposition, to purchase the maximum principal amount of Securities and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Indebtedness plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and in compliance with the Intercreditor Agreement, in each case in denominations of $2,000 or integral multiples of $1,000 in excess thereof. To the extent that the aggregate Net Available Cash from all Asset Dispositions which is amount of Securities and Pari Passu Indebtedness, if applicable, so validly tendered and not applied in accordance with this Section 4.6(a) exceeds $10.0 million. Pending application of Net Available Cash properly withdrawn pursuant to this Section 4.6(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.6(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires Offer is less than the purchase of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C)Excess Proceeds, the Company shall purchase Securities tendered pursuant may use any remaining Excess Proceeds for general corporate purposes, subject to an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of 100% of their principal amount (or, covenants contained in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) in accordance with the procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c)this Indenture. If the aggregate purchase price principal amount of Securities (surrendered by Holders thereof and any other unsubordinated Pari Passu Indebtedness of the Company) tendered pursuant to the Offer surrendered by holders or lenders, collectively, exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds as set forth in an Officers’ Certificate, the Company Trustee shall select the Securities to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities (with such adjustments as may be deemed appropriate by the Trustee so that only Securities in denominations of $2,000 or integral multiples of $1,000 in excess thereof shall be purchased), and other unsubordinated the agent for the Pari Passu Indebtedness shall select the Pari Passu Indebtedness to be purchased on a pro rata basis but in round denominationson the basis of the aggregate principal amount of tendered Pari Passu Indebtedness. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (c) The Collateral Disposition Offer or Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company shall not be required to make an Offer to will purchase the principal amount of Securities (and other unsubordinated Indebtedness required to be purchased pursuant to the last paragraph of the CompanySection 3.5(a)) and Pari Passu Indebtedness required to be purchased pursuant to this Section 4.6 3.5 (the “Asset Disposition Offer Amount”) or, if the Net Available Cash available therefor is less than $10.0 million the Asset Disposition Offer Amount has been so validly tendered, all Securities (which lesser amount shall and other Indebtedness required to be carried forward for purposes of determining whether such an Offer is required with respect purchased pursuant to the Net Available Cash from any subsequent last paragraph of Section 3.5(a)) and Pari Passu Indebtedness, if applicable, validly tendered in response to the Collateral Disposition Offer or Asset Disposition). (1) PromptlyDisposition Offer, and in any event within 10 days after as applicable. Upon the Company becomes obligated to make an commencement of a Collateral Disposition Offer or Asset Disposition Offer, as applicable, the Company shall deliver will send, by first class mail, a notice to the Trustee and send, by first-class mail to each Holder, a written notice stating that of the Holder may elect to have his Securities purchased by Holders of the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase priceSecurities. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall will contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Collateral Disposition Offer or Asset Disposition Offer, together with as applicable. The notice, which will govern the information contained in clause terms of the Collateral Disposition Offer or Asset Disposition Offer, as applicable, will state: (3).1) that the Collateral Disposition Offer or Asset Disposition Offer is being made pursuant to this Section 3.5 and the length of time the Collateral Disposition Offer or Asset Disposition Offer will remain open; (2) Not later than the date upon which written notice of an Asset Disposition Offer is delivered to the Trustee as provided belowAmount, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from purchase price and the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Disposition Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6.; (3) that any Security not tendered or accepted for payment will continue to accrue interest; (4) that, unless the Company defaults in making such payment, any Security accepted for payment pursuant to the Collateral Disposition Offer or Asset Disposition Offer will cease to accrue interest after the Asset Disposition Purchase Date; (5) that Holders electing to have a Security purchased shall pursuant to a Collateral Disposition Offer or Asset Disposition Offer, as applicable, may elect to have Securities purchased in denominations of $2,000 or integral multiples of $1,000 in excess thereof only; (6) that Holders electing to have a Security purchased pursuant to any Collateral Disposition Offer or Asset Disposition Offer, as applicable, will be required to surrender the Security, with an appropriate the form duly entitled “Option of Holder to Elect Purchase” attached to the Security completed, or transfer its interest in such Security by book-entry transfer, to the Company or a Paying Agent at the address specified in the notice at least three Business Days prior to before the Asset Disposition Purchase Date. ; (7) that Holders shall will be entitled to withdraw their election if the Trustee Company or the Company receives Paying Agent, as the case may be, receives, not later than one Business Day prior to the Purchase Dateexpiration of the Asset Disposition Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was the Holder delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. ; (8) that, if the aggregate principal amount of Securities and, if applicable, other Pari Passu Indebtedness surrendered by the Holders thereof exceeds the Asset Disposition Offer Amount, the Company will select the Securities and, if applicable, other Pari Passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Securities and such other Pari Passu Indebtedness surrendered (with such adjustments as may be deemed appropriate so that only Securities in denominations of $2,000, or integral multiples of $1,000 in excess thereof, will be purchased); and (9) that Holders whose Securities are were purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall Parent Guarantor will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: : (1) the Company Parent Guarantor or such any of its Restricted Subsidiary Subsidiaries receives consideration at the time of such Asset Disposition at least equal to the fair market value Fair Market Value (including as such Fair Market Value to be determined on the value date of all non-cash consideration), as determined in good faith by the Board of Directors, contractually agreeing to such Asset Disposition) of the shares and Capital Stock or other assets subject to such Asset Disposition; ; (2) except in the case of an Asset Swap, at least 8075% of the consideration thereof (determined on the date of contractually agreeing to such Asset Disposition) received by the Company Parent Guarantor or any of its Restricted Subsidiaries from such Restricted Subsidiary Asset Disposition and all other Asset Dispositions since the Issue Date, on a cumulative basis, is in the form of cash or Cash Equivalents, or any combination thereof; provided that any consideration other than cash equivalents; and or Cash Equivalents received by the Parent Guarantor or any of its Restricted Subsidiaries from such Asset Disposition shall only be permitted if it consists solely of the right to receive earnout payments, production payments, overrides or drilling participation arrangements or in seller notes (or a similar form of customary seller financing); (3) except as provided in Section 3.5(b), an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiaryapplied, as the case may be) (A) FIRST, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness (other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to the Company or an Affiliate of the Company) within fifteen months 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; , by the Parent Guarantor or such Restricted Subsidiary, as the case may be: (A) to prepay, repay, redeem or purchase Indebtedness under the Senior Secured Credit Agreements; (B) SECONDto prepay, repay, redeem or purchase Notes by, at its option, (x) redeeming Notes as provided under paragraph 5 of the form of Note set forth in Exhibit A, (y) purchasing Notes through open-market purchases or in privately negotiated transactions at market prices (which shall be at or above par) and/or (z) making an offer (in accordance with the provisions set forth in this Section 3.5 for an Asset Disposition Offer) to all Holders to purchase their Notes (which offer shall be deemed to be an Asset Disposition Offer for purposes hereof); or (C) to invest in Additional Assets; provided that without limitation to the provisions described in Section 11.3, to the extent any Additional Assets received by the Company or such Restricted Subsidiary in such Asset Sale consists of assets of a type that would constitute Collateral under the balance Note Security Documents, such Additional Assets, including Capital Stock of any Person that becomes a Restricted Subsidiary as a result of such transaction, are added to the Collateral within the time periods set forth in Section 11.3 or the applicable Note Security Documents; and (4) without limitation to the provisions described in Section 11.3, to the extent any consideration received by the Company or such Restricted Subsidiary in such Asset Sale consists of assets of a type that would constitute Collateral under the Note Security Documents, such assets, including assets of any Person that becomes a Guarantor as a result of such transaction, are added to the Collateral within the time periods set forth in Section 11.3 or the applicable Note Security Documents; provided that pending the final application of any such Net Available Cash after application in accordance with clause clauses (A), (B) or (C) above, the Parent Guarantor and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. The requirement of clause (C) above shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the extent acquisitions or expenditures referred to therein is entered into by the Company elects, Parent Guarantor or its Restricted Subsidiary within the specified time period and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement. (b) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 3.5(a)(3) will be deemed to acquire Additional Assets within one year constitute “Excess Proceeds.” Not later than the 366th day from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRD, to if the extent aggregate amount of Excess Proceeds exceeds $5.0 million, the balance of such Net Available Cash after application in accordance with clauses (A) and (B), Issuer will be required to make an Offer offer (“Asset Disposition Offer”) to all Holders (with a copy to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the CompanyTrustee) to purchase Securities (and such other unsubordinated Indebtedness the maximum principal amount of the Company) pursuant to and subject to Notes that may be purchased out of the conditions of Section 4.6(b); PROVIDEDExcess Proceeds, HOWEVER, that at an offer price in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced cash in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.6(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.6(a) exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.6(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.6(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, principal amount of the Notes plus accrued but and unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser priceinterest, if any, as may be provided for by to, but excluding, the terms date of such unsubordinated Indebtedness purchase (subject to the right of Holders of record on the Company) relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of over-subscription) set forth in this Section 4.6(c3.5 in integral multiples of $1.00 in excess of $2,000 (or in excess of $1.00 after a PIK Payment), provided that the unpurchased portion of each Note must be equal to a minimum principal amount of $2,000 or an integral multiple of $1.00 in excess of $2,000 (or in excess of $1.00 after a PIK Payment). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness principal amount of the Company) tendered pursuant to the Offer Notes surrendered by Holders thereof exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Company Issuer shall select the Securities and other unsubordinated Indebtedness Notes to be purchased on a pro rata basis but on the basis of the aggregate principal amount of tendered Notes. To the extent that the aggregate principal amount of the Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Parent Guarantor and its Restricted Subsidiaries may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in round denominationsthis Indenture. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (c) The Company shall not be Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Issuer will purchase the principal amount of the Notes required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) be purchased pursuant to this Section 4.6 3.5 (the “Asset Disposition Offer Amount”) or, if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an the Asset Disposition Offer is required with respect Amount has been so validly tendered and not properly withdrawn, all Notes validly tendered and not properly withdrawn in response to the Net Available Cash from any subsequent Asset Disposition)Disposition Offer. (1d) PromptlyIf the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and in any event within 10 days after no further interest will be payable to Holders who tender the Company becomes obligated Notes pursuant to make an the Asset Disposition Offer. (e) On or before the Asset Disposition Purchase Date, the Issuer will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes or portions of Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Company shall deliver to the Trustee Asset Disposition Offer Amount has been validly tendered and sendnot properly withdrawn, by first-class mail to all Notes so validly tendered and not properly withdrawn, in each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) case in integral multiples of $1,000 1.00 in excess of $2,000 (or in excess of $1.00 after a PIK Payment), provided that the unpurchased portion of each Note must be equal to a minimum principal amount, at the applicable purchase priceamount of $2,000 or an integral multiple of $1.00 in excess of $2,000 (or minimum denominations of $1.00 and integral multiples of $1.00 in excess thereof after a PIK Payment). The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes Issuer will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' ’ Certificate stating that such Securities are to be Notes or portions thereof were accepted for payment by the Company pursuant to and Issuer in accordance with the terms of this SectionSection 3.5. A Security shall be deemed The Issuer or the paying agent, as the case may be, will promptly (but in any case not later than five Business Days after the termination of the Asset Disposition Offer Period) mail or deliver to have been each tendering Holder of the Notes an amount equal to the purchase price of the Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Issuer for purchase at purchase, and the time Issuer will promptly issue a new Note, and the Trustee, directly upon delivery of an Issuer Order and Officers’ Certificate from the Issuer, will authenticate and mail or through deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new Note will be in a minimum principal amount of $2,000 or an agent, mails integral multiple of $1.00 in excess of $2,000 (or delivers payment therefor minimum denominations of $1.00 and integral multiples of $1.00 in excess thereof after a PIK Payment). Any Note not so accepted will be promptly mailed or delivered by the Issuer to the surrendering HolderHolder thereof. The Issuer will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. (df) The Company shall Issuer will comply, to the extent applicable, with the requirements of Section 14(e) Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase repurchase of Securities the Notes pursuant to this Sectionan Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 3.5, the Company shall Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section Indenture by virtue of its compliance with such securities laws or regulations. (g) For the purposes of Section 3.5(a)(2), the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness of the Parent Guarantor (other than Subordinated Obligations, Guarantor Subordinated Obligations or Disqualified Stock of the Parent Guarantor) or Indebtedness of a Restricted Subsidiary (other than Subordinated Obligations, Guarantor Subordinated Obligations of any Subsidiary Guarantor or Disqualified Stock of any Restricted Subsidiary) and the release of the Parent Guarantor or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Parent Guarantor will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with Section 3.5(a)(3); (2) with respect to any Asset Disposition of Oil and Gas Properties by the Parent Guarantor or any of its Restricted Subsidiaries in which the Parent Guarantor or such Restricted Subsidiary still retains an interest, any agreement by the transferee (or any Affiliate thereof) to pay all or a portion of the costs and expenses related to the exploration, development, completion or production of such properties and activities related thereto; and (3) securities, notes or other obligations received by the Parent Guarantor or any Restricted Subsidiary from the transferee that are converted by the Parent Guarantor or such Restricted Subsidiary into cash within 180 days after receipt thereof. (h) The Parent Guarantor will not, and will not permit any Restricted Subsidiary to, engage in any Asset Swaps, unless: (1) at the time of entering into such Asset Swap and immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and (2) in the event such Asset Swap involves the transfer by the Parent Guarantor or any Restricted Subsidiary of assets having an aggregate Fair Market Value in excess of $10.0 million, the terms of such Asset Swap have been approved by a majority of the members of the Board of Directors of the Parent Guarantor. (i) Other than as specifically provided in this Section 3.5, any purchase pursuant to this Section 3.5 shall be made pursuant to the applicable provisions of Article V.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: : (1) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value Fair Market Value (including as such Fair Market Value to be determined on the value date of all non-cash consideration), as determined in good faith by the Board of Directors, contractually agreeing to such Asset Disposition) of the shares and or other assets subject to such Asset Disposition; and (2) at least 8075% of the aggregate consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) FIRST, to from such Asset Disposition and all other Asset Dispositions since the extent 2019 Notes Issue Date, on a cumulative basis, is in the Company elects (form of cash or is required by the terms of any Indebtedness)Cash Equivalents or Additional Assets, to prepay, repay, redeem or purchase Indebtedness (other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary combination thereof. (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to the Company or an Affiliate of the Companyb) The Net Available Cash from such Asset Disposition may be applied, within fifteen months 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) SECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent by the Company electsor such Restricted Subsidiary, as the case may be: (1) to acquire Additional Assets within one year from the later of the date of such Asset Disposition prepay, repay, redeem or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated purchase Pari Passu Indebtedness of the Company designated by (including the CompanyNotes) or a Subsidiary Guarantor or any Indebtedness (other than Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor (in each case, excluding Indebtedness owed to purchase Securities (and such other unsubordinated Indebtedness the Company or an Affiliate of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDEDprovided, HOWEVERhowever, that that, in connection with any prepayment, repayment repayment, redemption or purchase of Indebtedness pursuant to clause (A) or (C) abovethis Section 5.11(b)(1), the Company or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid repaid, redeemed or purchased. Notwithstanding ; or (2) to make capital expenditures in the foregoing provisions Oil and Gas Business or to invest in Additional Assets; provided, that pending the final application of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any such Net Available Cash in accordance with clause (1) or clause (2) of this Section 4.6(a5.11(b), the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. (c) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 5.11(b) will be deemed to constitute “Excess Proceeds.” Not later than the 366th day from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes and, to the extent required by the terms of other Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”) to purchase the maximum principal amount of Notes and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount (or, in the event such Pari Passu Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) of the Notes and Pari Passu Notes plus accrued and unpaid interest, if any (or in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Indebtedness), to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Notes surrendered by Holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Notes. To the extent that the aggregate principal amount of Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to the Articles Five and Six of this Indenture. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (d) The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the aggregate Net Available Cash from all “Asset Dispositions which is not applied in accordance with this Section 4.6(a) exceeds $10.0 millionDisposition Offer Period”). Pending application No later than five Business Days after the termination of Net Available Cash the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 4.6(a)5.11 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawn, all Notes and Pari Passu Notes validly tendered and not properly withdrawn in response to the Asset Disposition Offer. (e) If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such Net Available Cash shall record date, and no further interest will be invested payable to Holders who tender Notes pursuant to the Asset Disposition Offer. (f) On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Notes or portions of Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Notes so validly tendered and not properly withdrawn, in Temporary Cash Investments each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Notes or applied portions thereof were accepted for payment by the Company in accordance with the terms of this Section 5.11 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the paying agent, as the case may be, will promptly (but in any case not later than five Business Days after the termination of the Asset Disposition Offer Period) mail or deliver to temporarily reduce revolving credit indebtednesseach tendering Holder of Notes or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided, that each such new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Note not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. (g) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 5.11, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. (h) For the purposes of this clause (2) of Section 4.6(a)5.11(a) above, the following are will be deemed to be cash or cash equivalents: cash: (1) the assumption by the transferee of Indebtedness (other than Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Subordinated Obligations or Disqualified Stock of any Restricted Subsidiary that is a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with Section 5.11(b)(1)); and (2) securities securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (b2) In the event of an Section 5.11(a) above shall be deemed satisfied with respect to any Asset Disposition that requires in which the purchase of Securities (and other unsubordinated Indebtedness cash or Cash Equivalents portion of the Company) pursuant to Section 4.6(a)(3)(C)consideration received therefrom, the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) determined in accordance with the procedures (including prorating in foregoing provision on an after-tax basis, is equal to or greater than what the event of overafter-subscription) set forth in Section 4.6(c). If tax proceeds would have been had such Asset Disposition complied with the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition)aforementioned 75% limitation. (1i) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples The requirement of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a5.11(b) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security above shall be deemed to have been accepted for purchase at be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the time the Trustee, directly acquisitions or through an agent, mails or delivers payment therefor expenditures referred to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, therein is entered into by the Company shall comply with or its Restricted Subsidiary within the applicable securities laws specified time period and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance such Net Available Cash is subsequently applied in accordance with such securities laws or regulationsagreement within six months following such agreement.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall notIn addition to any mandatory repayments required pursuant to Section 3.01, in the event and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) at least 80% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of extent that the Net Available Cash from such Asset Disposition is applied received by the Company Borrower or any of its Restricted Subsidiaries from one or more Asset Dispositions occurring on or after the Issue Date in any period of 12 consecutive months ended after the Closing Date exceeds 10% of Adjusted Consolidated Assets as of the beginning of such 12-month period, then the Borrower shall (or i) within 12 months after the date such Restricted Subsidiary, as the case may be) (A) FIRST, Net Available Cash so received exceeds such 10% of Adjusted Consolidated Assets and to the extent the Company Borrower elects (or is required by the terms of any Indebtedness)) (A) apply an amount equal to or less than such excess Net Available Cash to permanently repay (and in the case of any repayment of revolving loans or similar obligations, to prepay, repay, redeem or purchase permanently reduce the correlating commitments) Senior Indebtedness (other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to the Company or an Affiliate of the Company) within fifteen months from the later of the date of such Asset Disposition Borrower or the receipt of such Net Available Cash; (B) SECONDinvest an amount, equal to or less than the extent of the balance of difference between such excess Net Available Cash after application in accordance with clause (A), to and the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness amount so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in Additional Assets and (Cii) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in apply an amount equal to the principal difference between such excess Net Available Cash and the amount so prepaid, repaid or purchased. Notwithstanding applied pursuant to clause (i) as provided in the foregoing provisions following paragraphs of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any 7.06. The amount of such excess Net Available Cash in accordance with this Section 4.6(a) except required to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not be applied in accordance with this Section 4.6(a) exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.6(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.6(a), the following are deemed to be cash or cash equivalents: clause (1ii) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cashpreceding sentence shall constitute "Excess Proceeds." (b) In the event of an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness If, as of the Company) pursuant to Section 4.6(a)(3)(C)first day of any calendar month, the Company shall purchase Securities tendered pursuant aggregate amount of Excess Proceeds totals at least $5 million, the Borrower must, not later than the fifteenth Business Day of such month, apply an amount equal to an offer by the Company for the Securities (and such other unsubordinated Indebtedness Excess Proceeds to prepay principal of the Company) outstanding Loans (the "OFFERExcess Proceeds Repayment") at a purchase price ). Each repayment pursuant to the preceding sentence shall be accompanied by the payment of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus all accrued but unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) in accordance with the procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrenderedLoans so repaid. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: : (1) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value value, as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; ; (2) at least 8075% of the consideration thereof from such Asset Disposition received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash cash, Cash Equivalents or cash equivalentsAdditional Assets; and and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be: (a) (A) FIRST, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness or Indebtedness (other than any Disqualified Preferred Stock) of CB Richard the Company or Secured Indebtedness (other than any Wholly Owned Preferred Stock) of a Restricted Subsidiary that is a Subsidiary Guarantor (in each case other ▇▇▇▇ ▇▇▇▇▇tedness than Indebtedness owed to the Company or an Affiliate of the Company) within fifteen months 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) SECONDprovided, to the extent of the balance of such Net Available Cash after application in accordance with clause (A)however, to the extent the Company electsthat, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (A) or (C) abovea), the Company or such Restricted Subsidiary shall permanently will retire such Indebtedness Indebtedness, and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchasedrepurchased; and (b) to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets within 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash. Notwithstanding Pending the foregoing provisions final application of this Section 4.6any Net Available Cash, the Company and the Restricted Subsidiaries shall not be required to apply any may temporarily reduce its revolving credit borrowings or otherwise invest such Net Available Cash in any manner that is not prohibited by this Indenture. (b) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 3.8(a)(3) will be deemed to constitute "Excess Proceeds." On the 361st day after an Asset Disposition (or, if there exists any Senior Indebtedness with similar provisions requiring the Company to make an offer to purchase such Senior Indebtedness, on the 451st day after an Asset Disposition), if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuers will be required to make an offer ("Asset Disposition Offer") to all Holders of Securities and to the extent required by the terms thereof, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company or the Issuers to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition ("Pari Passu Notes"), to purchase the maximum principal amount of Securities and any such Pari Passu Securities to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Section 4.6(aIndenture or the agreements governing the Pari Passu Securities, as applicable. To the extent that the aggregate amount of Securities and Pari Passu Securities so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate or partnership purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Securities surrendered by holders or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Securities. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (1) The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the aggregate Net Available Cash from all "Asset Dispositions which is not applied in accordance with this Section 4.6(a) exceeds $10.0 millionDisposition Offer Period"). Pending application No later than five Business Days after the termination of Net Available Cash the Asset Disposition Offer Period (the "Asset Disposition Purchase Date"), the Issuers will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant to this Section 4.6(a)3.8 (the "Asset Disposition Offer Amount") or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. (2) If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such Net Available Cash shall record date, and no additional interest will be invested payable to Holders of the Securities who tender Securities pursuant to the Asset Disposition Offer. (3) On or before the Asset Disposition Purchase Date, the Issuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes thereof so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in Temporary Cash Investments each case in integral multiples of $1,000. The Issuers will deliver to the Trustee an Officers' Certificate stating that such Securities or applied portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 3.8 and, in addition, the Issuers will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Issuers or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to temporarily reduce revolving credit indebtednesseach tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Issuers for purchase, and the Issuers will promptly issue a new Security, and the Trustee, upon delivery of an Officers' Certificate from the Issuers will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company or the Issuers will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. (d) For the purposes of this Section 4.6(a)3.8, the following are will be deemed to be cash or cash equivalents: cash: (1) the assumption by the transferee of Indebtedness (other than Senior Subordinated Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness (other than Preferred Stock) of any Restricted Subsidiary of the Company and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with Section 3.8(a)(3)(a) above); and (2) securities securities, notes or other obligations received by the Company or any Restricted Subsidiary of the Company from the transferee that are converted promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) in accordance with the procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (de) The Company shall Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase repurchase of Securities pursuant to this SectionSection 3.8. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 3.8, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section Indenture by virtue of its compliance with such securities laws or regulationsany conflict.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value value, as determined in good faith by the Company's senior management or the Board of Directors (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2ii) at least 8075% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) FIRSTfirst, to the extent the Company or any Subsidiary elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay, redeem repay or purchase (x) Senior Indebtedness or Guarantor Senior Indebtedness or (other than any Disqualified Stocky) Indebtedness of CB Richard or any a Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness than Indebtedness owed to the Company or an Affiliate of the Company) within fifteen months 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) SECONDsecond, within one year from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), at the Company's election either (x) to the extent the Company elects, to acquire investment in or acquisition of Additional Assets or (y) to prepay, repay or purchase (1) Senior Indebtedness or Guarantor Senior Indebtedness or (2) Indebtedness of a Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Company); (C) third, within one year from 45 days after the later of the application of Net Available Cash in accordance with clauses (A) and (B) and the date of such Asset Disposition or that is one year from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application and in accordance with clauses (A) and (B), to make an offer to purchase 11 3/4% Senior Subordinated Notes at par plus accrued and unpaid interest, if any, thereon in accordance with the provisions of the 11 3/4% Senior Subordinated Indenture; (D) fourth, within 45 days of the later of the Application of Net Available Cash in accordance with clauses (A), (B) and (C) THIRDand the date that is one year from the receipt of such Net Available Cash, to the extent if the balance of such Net Available Cash after application and in accordance with clause (A), (B) and (C), to make an offer to purchase Securities at par plus accrued and unpaid interest, if any, thereon; and (E) fifth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and ), (B), (C) and (D), to make an Offer to (w) the holders investment in or acquisition of Additional Assets; (x) the Securities making of Temporary Cash Investments, (and to holders y) the prepayment, repayment or purchase of other unsubordinated Indebtedness of the Company designated by or Indebtedness of any Subsidiary (other than Indebtedness owed to the Company) to purchase Securities or (z) any other purpose otherwise permitted under this Indenture, in each case within the later of 45 days after the application of Net Available Cash in accordance with clauses (A), (B), (C) and (D) and the date that is one year from the receipt of such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b)Net Available Cash; PROVIDEDprovided, HOWEVERhowever, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause clauses (A), (B), (C), (D) or (CE) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6provisions, the Company and the Restricted its Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.6(a) herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this Section 4.6(a) exceeds covenant at any time exceed $10.0 million. Pending application of The Company shall not be required to make an offer for Securities pursuant to this covenant if the Net Available Cash pursuant to this Section 4.6(aavailable therefor (after application of the proceeds as provided in clauses (A), such (B) and (C)) is less than $10.0 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an offer is required with respect to the Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtednessfrom any subsequent Asset Disposition). For the purposes of this Section 4.6(a)covenant, the following are will be deemed to be cash or cash equivalentscash: (1x) the assumption by the transferee of Senior Indebtedness of the Company or Indebtedness of any Restricted Subsidiary of the Company and the release of the Company or such Restricted Subsidiary from all liability on such Senior Indebtedness or Indebtedness in connection with such Asset Disposition (in which case the Company shall, without further action, be deemed to have applied cash to repay such assumed Indebtedness in accordance with clause (A) of the preceding paragraph) and (2y) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C4.6(a)(iii)(D), the Company shall will be required to purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFEROffer") at a purchase price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but and unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser priceinterest, if any, as may be provided for by to the terms of such unsubordinated Indebtedness of the Company) purchase date in accordance with the procedures (including prorating in the event of over-subscriptionoversubscription) set forth in Section 4.6(c). If the aggregate purchase price of the Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds is less than the Net Available Cash allotted to their purchasethe purchase of the Securities, the Company shall select will apply the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) pursuant to this Section 4.6 if the remaining Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required in accordance with respect to the Net Available Cash from any subsequent Asset DispositionSection 4.6(a)(iii)(E). (1) Promptly, and in any event within 10 days after the Company becomes obligated is required to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as hereinafter described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATEPurchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3).. 62 (2) Not later than the date upon which such written notice of an Offer is delivered to the Trustee as provided belowand the Holders, the Company shall deliver to the Trustee an Officers' Certificate as to setting forth (Ai) the amount of the Offer (the "OFFER AMOUNTOffer Amount"), including information as to any other unsubordinated Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to as a result of which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period (the "Offer Period") for which the Offer remains open (the "OFFER PERIOD")open, the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered tendered by the Company such Holder to the Trustee is less than the Offer Amount applicable extent such funds are available to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6Trustee. (3) Holders electing to have a Security purchased shall will be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Dateexpiration of the Offer Period. Holders shall Each Holder will be entitled to withdraw their its election if the Trustee or the Company receives receives, not later than one Business Day prior to the Purchase Dateexpiration of the Offer Period, a telegram, telex, facsimile transmission or letter from such Holder setting forth the name of the such Holder, the principal amount of the Security or Securities which was were delivered for purchase by the such Holder and a statement that such Holder is withdrawing his election to have such Security or Securities purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Securities are purchased only in part shall will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase repurchase of Securities pursuant to this SectionSection 4.6. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 4.6, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section Indenture by virtue of its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: : (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value Fair Market Value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, ) of the shares and assets subject to such Asset Disposition; and (2ii) at least 8075% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% Temporary Cash Investments. Within 365 days after the receipt of the any Net Available Cash from such Asset Disposition is applied by (or, in the case of a Designated Foreign Asset Disposition, within the time period specified in the definition thereof), the Company (or such the applicable Restricted Subsidiary, as the case may be) , shall apply the Net Available Cash from such Asset Disposition: (A) FIRSTto reduce the outstanding principal amount of Credit Facility Indebtedness; (B) to reduce the outstanding principal amount of any other Senior Indebtedness of the Company or a Subsidiary Guarantor; provided, however, that to the extent the Company elects or such Subsidiary Guarantor repays any such other Senior Indebtedness, the Company shall equally and ratably reduce the principal amount of Securities outstanding, through open-market purchases or through redemption, or shall offer (in accordance with the procedures set forth in Section 4.06(b)) to all Holders to purchase their Securities at 100% of the principal amount thereof, plus accrued but unpaid interest, if any, in an aggregate principal amount which, if the offer were accepted, would result in such reduction; (C) to reduce the outstanding principal amount of Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor; (D) to acquire Additional Assets; or (E) to make capital expenditures that are used or is required by useful in a Related Business, in the terms case of any Indebtednessclauses (A), to prepay(B), repay, redeem or purchase Indebtedness and (C) other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness Indebtedness owed to the Company or an Affiliate of the Company) within fifteen months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) SECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.64.06, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.6(a) 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.6(a) 4.06 exceeds $10.0 million10,000,000. Pending application of Net Available Cash pursuant to this Section 4.6(a)4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.6(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cashIndebtedness. (b) In Any Net Available Cash that is not applied or invested as provided in Section 4.06(a) shall constitute “Excess Proceeds.” When the event aggregate amount of an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C)Excess Proceeds exceeds $50,000,000, the Company shall purchase Securities tendered pursuant to make an offer by the Company for (an “Asset Disposition Offer”) to all Holders of the Securities (and, at the Company’s election, to holders of other Senior Indebtedness to purchase or redeem the maximum principal amount of Securities and such other unsubordinated Senior Indebtedness that may be purchased out of the Company) (the "OFFER") at a purchase amount of such Excess Proceeds. The offer price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, any Asset Disposition Offer shall be equal to 100% of the accreted value thereof) without premium, principal amount of the Securities and/or any such Senior Indebtedness plus accrued but and unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser priceand Additional Interest, if any, as may to the date of purchase, and shall be provided for by the terms of such unsubordinated Indebtedness of the Company) payable in cash in accordance with the procedures (including prorating in the event of over-subscriptionoversubscription) set forth in Section 4.6(c)this Indenture or the agreements governing the other Senior Indebtedness. If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Company Trustee shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations, which, in the case of the Securities, shall be denominations of $2,000 principal amount or integral multiples of $1,000 in excess thereof. The Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero and, so long as all Securities validly tendered and not withdrawn pursuant to such offer are purchased by the Company shall not be required to make an Offer in compliance with this Section 4.06, any excess of the offer amount over the amount applied to purchase Securities (and such other unsubordinated Indebtedness of the CompanySenior Indebtedness) pursuant to such offer may be applied by the Company for any purpose not prohibited by this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition)Indenture. (1c) (i) Promptly, and in any event within 10 days after the Company becomes obligated to make an Asset Disposition Offer, the Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b4.06(b) in the event the Asset Disposition Offer is oversubscribed) in integral multiples of $1,000 2,000 of principal amountamount or any whole integral multiple of $1,000 in excess thereof, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE"“Purchase Date”) and shall contain such information concerning the business of the Company which the Company in good faith believes will shall enable such Holders to make an informed decision (which at a minimum will shall include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's ’s business subsequent to the date of the latest of such Reportsreports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Asset Disposition Offer, together with the information contained address referred to in clause (3)iii) below. (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company Issuer shall not, and nor shall not the Issuer permit any Restricted Subsidiary toSubsidiary, directly or indirectly, to consummate any Asset Disposition unless: : (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) at least 80% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (Issuer or such Restricted Subsidiary, as the case may be) (A) FIRST, receives consideration at least equal to the extent Fair Market Value (such Fair Market Value to be determined on the Company elects date of contractually agreeing to such Asset Disposition) of the Equity Interests and assets subject to such Asset Disposition; and (or is required 2) at least 75% of the consideration from such Asset Disposition received by the terms Issuer or such Restricted Subsidiary, as the case may be, is in the form of any Indebtedness), to prepay, repay, redeem cash or purchase Indebtedness Cash Equivalents. (other than any Disqualified Stockb) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to the Company or an Affiliate of the Company) within fifteen months Within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; , the Issuer or any Restricted Subsidiary may apply, at its option, an amount in cash (Ba “Net Available Cash Amount”) SECOND, equal to the extent 100% of the balance Net Available Cash from such Asset Disposition: (1) to repay any Senior Indebtedness of the Issuer or its Restricted Subsidiaries or to make an offer to repurchase or redeem such Indebtedness, provided that such repurchase or redemption closes within 45 days after the end of such 365-day period; and, in each case, owing to a Person other than the Issuer or any Restricted Subsidiary; (2) to acquire all or substantially all of the properties or assets of, or any Capital Stock of, a Permitted Business, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary of the Issuer; (3) to make a capital expenditure in a Permitted Business; (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or (5) in any combination of applications described in (1), (2), (3) or (4) above; provided that pending the final application of any such Net Available Cash after application Amounts in accordance with clause Section 4.5(b)(1), (A2), (3), (4) or (5) and Section 4.5(d), the Issuer and the Restricted Subsidiaries may Invest or otherwise use such Net Available Cash Amounts in any manner not prohibited by this Indenture; provided, further, that in the case of Section 4.5(b)(2), (3) and (4), a binding commitment to invest in properties, assets, Capital Stock, or to make such capital expenditures shall be treated as a permitted application of Net Available Cash Amounts from the date of such commitment so long as the Issuer or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash Amounts will be applied to satisfy such commitment within 365 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before such Net Available Cash Amounts are applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 365 days of such cancellation or termination, it being understood that if a Second Commitment is later cancelled or terminated for any reason before such Net Available Cash Amounts are applied, then such Net Available Cash Amounts shall constitute Excess Proceeds. (c) For the purposes of Section 4.5(a)(2) and for no other purpose, the following shall be deemed to be cash: (1) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet) of the Issuer or any Restricted Subsidiary (other than (x) liabilities that are by their terms subordinated to the Notes or the Note guarantees, (y) Preferred Stock and (z) Disqualified Stock) that are assumed by the transferee of any such assets (or that are otherwise cancelled, forgiven or terminated in connection with the transaction with such transferee); (2) the principal amount of any Indebtedness of any Restricted Subsidiary that ceases to be a Restricted Subsidiary as a result of such Asset Disposition (other than intercompany debt owed to the Issuer or the Restricted Subsidiaries), to the extent that the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; Issuer and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such each Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to are released from any guarantee of payment of the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.6(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.6(a) exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.6(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.6(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and Disposition; (23) securities any Designated Non-Cash Consideration received by the Company Issuer or such Restricted Subsidiary in respect of such sale, transfer, lease or other disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (3) that is at that time outstanding, not in excess of 5% of Consolidated Net Tangible Assets of the Issuer, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (4) any securities or other Obligations received by the Issuer or any Restricted Subsidiary from the transferee that are promptly converted by the Company Issuer or such Restricted Subsidiary into cashcash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Disposition. (bd) In Any amount of Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.5(b) shall be deemed to constitute “Excess Proceeds.” On the event of 366th day after an Asset Disposition, or earlier at the Issuer’s option, if the aggregate amount of Excess Proceeds exceeds $50 million, the Issuer or a Restricted Subsidiary shall make an offer (“Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness Offer”) to all Holders of the Company) pursuant Notes and, at the Issuer’s election, to Section 4.6(a)(3)(C)the holders of any Pari Passu Indebtedness, to purchase the Company shall purchase Securities tendered pursuant to maximum aggregate principal amount of Notes and any such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of 100% of their principal in cash in an amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, equal to 100% of the accreted value principal amount thereof) without premium, plus accrued but and unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser priceinterest, if any, as may be provided for by to but not including the terms date of such unsubordinated Indebtedness purchase (subject to the right of Holders of record on a record date to receive interest due on the Company) relevant interest payment date), in accordance with the procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c)this Indenture or the agreements governing the relevant Pari Passu Indebtedness, as applicable, in each case in denominations of $2,000 and larger integral multiples of $1,000 in excess thereof. The Issuer or such Restricted Subsidiary will commence an Asset Disposition Offer with respect to Excess Proceeds by sending (or otherwise delivered in accordance with the applicable procedures of DTC) the notice required pursuant to the terms of this Indenture to the Holders of the Notes at each Holder’s registered address, with a copy to the Trustee. To the extent that the aggregate amount of Notes and the relevant Pari Passu Indebtedness validly tendered and not validly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Issuer or a Restricted Subsidiary may use any remaining Excess Proceeds for any purpose, subject to other covenants contained in this Indenture. If the aggregate purchase price principal amount of Securities (Notes surrendered by Holders thereof and any other unsubordinated Pari Passu Indebtedness of the Company) tendered pursuant to the Offer surrendered by holders or lenders, collectively, exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Company shall select the Securities Notes and other unsubordinated Pari Passu Indebtedness to be purchased repurchased shall be selected on a pro rata basis but in round denominationson the basis of the aggregate principal amount of tendered Notes and tendered Pari Passu Indebtedness. Upon completion of such Asset Disposition Offer, regardless of the amount of Excess Proceeds used to purchase Notes or other Pari Passu Indebtedness pursuant to such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (e) The Company shall not be Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period, the Issuer or the applicable Restricted Subsidiary will apply all Excess Proceeds to the purchase of the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) be purchased pursuant to this Section 4.6 4.5 (the “Asset Disposition Offer Amount”) or, if the Net Available Cash available therefor is less than $10.0 million the Asset Disposition Offer Amount of Notes (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect and, if applicable, Pari Passu Indebtedness) has been so validly tendered and not validly withdrawn, all Notes and Pari Passu Indebtedness validly tendered and not validly withdrawn in response to the Net Available Cash from Asset Disposition Offer. Payment for any subsequent Asset Disposition)Notes so purchased will be made in the same manner as interest payments are made. (1f) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q Issuer and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall Restricted Subsidiary will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase repurchase of Securities Notes pursuant to this SectionSection 4.5. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 4.5, the Company shall Issuer and such Restricted Subsidiary will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.5 by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit either of the Issuers or any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) the Company Company, the Issuers or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value value, as determined in good faith by the Company's Board of Directors (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; , (2ii) at least 80% of the consideration thereof received by the Company Company, the Issuers or such Restricted Subsidiary is in the form of cash or cash equivalents; and Cash Equivalents, (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) applied: (A) FIRST, to if at the extent time of the Asset Disposition the Company elects (or is required has not yet achieved Profitable Operations, pro rata to a mandatory offer by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness (other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to Issuers and the Company or an Affiliate to purchase Securities at 101% of the Accreted Value thereof on the date of purchase, plus accrued and unpaid interest and Additional Amounts, if any, thereon, and the repayment of principal and accrued and unpaid interest, if any, under the Bank Credit Facility and (B) if at the time of the Asset Disposition the Company has achieved Profitable Operations, at the Company's option either to (1) the investment in or acquisition of Additional Assets within fifteen months 365 days from the later of the date of such Asset Disposition or and the receipt of such Net Available CashCash or (2) pro rata to a mandatory offer by the Issuers and the Company to purchase Securities at 101% of the Accreted Value thereof on the date of purchase plus accrued and unpaid interest and Additional Amounts, if any, thereon, and the repayment of principal and accrued and unpaid interest, if any, under the Bank Credit Facility; provided that the Issuers and the Company shall be required to purchase Indebtedness pursuant to clause (B2) SECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A1), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries The Issuers shall not be required to apply any make an offer to purchase Securities pursuant to this covenant if the Net Available Cash available therefor (after application of the proceeds as provided in clause (A)) is less than U.S.$10 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Notwithstanding the foregoing provisions, Net Available Cash shall not be required to be applied in accordance with this Section 4.6(a) except herewith to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this Section 4.6(a) exceeds $10.0 covenant at any time does not exceed U.S.$10 million. Pending application Notwithstanding the foregoing, to the extent the Senior Note Indenture and the Senior Subordinated Note Indenture limits the repurchase of Net Available Cash pursuant Securities, the Issuers shall not be required to this Section 4.6(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtednessmake an offer hereunder for the repurchase of Securities. For the purposes of this Section 4.6(a)4.06, the following are will be deemed to be cash or cash equivalentscash: (1x) the assumption by transferee of Senior Indebtedness of the Company Company, the Issuers or any Restricted Subsidiary and the release of the Company Company, the Issuers or such any Restricted Subsidiary from all liability on such Senior Indebtedness in connection with such Asset Disposition and (2y) securities received by the Company Company, the Issuers or any Restricted Subsidiary from the transferee that are promptly (and in any event within 60 days) converted by the Company Company, the Issuers or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C4.06(a)(iii)(A) or (B)(2), the Company Issuers shall be required to purchase Securities tendered by the Holders pursuant to an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFEROffer") at a purchase price (the "Purchase Price") of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100101% of the accreted value thereof) without premiumAccreted Value thereof on the date of purchase, plus accrued but and unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser priceand Additional Amounts, if any, thereon to the Purchase Date (as may be provided for by the terms of such unsubordinated Indebtedness of the Companydefined below) in accordance with the procedures (including prorating prorationing in the event of over-subscriptionoversubscription) set forth in Section 4.6(c). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition4.06(c). (1) Promptly, and in any event within 10 days after the Company becomes Issuers become obligated to make an Offer, the Company Issuers shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company Issuers either in whole or in part (subject to prorating prorationing as hereinafter described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 1 of principal amount, at the applicable purchase pricePurchase Price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATEPurchase Date") and shall contain such information concerning the business of the Company Issuers which the Company Issuers in good faith believes will enable such Holders to make an informed decision (which at a minimum will shall include (Ai) the most recently filed Annual Report on Form 10-K annual report (including audited consolidated financial statements) of the CompanyIssuers and any other information provided by the Issuers to its public shareholders generally on an annual basis, the most recent subsequently recently filed Quarterly Report on Form 10-Q Reports, and any Current Report on Form 8-K current reports of the Company Issuers filed subsequent to such Quarterly Report, other than Current Reports current reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (Bii) a description of material developments in the Company's Issuers' business subsequent to the date of the latest of such Reportsreports, and (Ciii) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained address referred to in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided belowabove, the Company Issuers shall deliver to the Trustee an Officers' Certificate as to (Ai) the amount of the Offer (the "OFFER AMOUNTOffer Amount"), including information as to any other unsubordinated Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (Ciii) the compliance -45- of such allocation with the provisions of Section 4.6(a) and (b4.06(a). On such date, the Company Issuers shall also irrevocably deposit with the Trustee or with a the Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be invested at the written direction of the Issuers in Cash Equivalents and to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIODOffer Period"), the Company Issuers shall deliver to the Trustee for cancellation the Securities or portions thereof which that have been properly tendered to and are to be accepted by the CompanyIssuers. The Trustee (or the Paying Agent, if not the Trustee) shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company Issuers to the Trustee is less than the Offer Amount applicable to the SecuritiesAmount, the Trustee shall deliver the excess to the Company immediately Issuers promptly after the expiration of the Offer Period for application in accordance with this Section 4.6Section. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company Issuers receives not later than one Business Day prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Security purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Issuers shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Securities in denominations of $1, or integral multiples thereof, shall be purchased). Holders whose Securities are purchased only in part shall will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Issuers deliver Securities to the Trustee which are to be accepted for purchase, the Company Issuers shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company Issuers pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company Issuers shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, In the event and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) at least 80% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) FIRST, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness (other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to the Company or an Affiliate of the Company) within fifteen months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) SECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.6(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.6(a) exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.6(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.6(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from one or more Asset Dispositions occurring on or after the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event Issue Date in any period of an Asset Disposition that requires the purchase 12 consecutive months exceeds 10% of Securities (and other unsubordinated Indebtedness Adjusted Consolidated Assets as of the Company) pursuant to Section 4.6(a)(3)(C)beginning of such 12-month period, then the Company shall purchase Securities tendered pursuant to an offer by (i) within 180 days (in the Company for case of clause (A) below) or 360 days (in the Securities case of clause (and B) below) after the date such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of 100Net Available Cash so received exceeds such 10% of their principal Adjusted Consolidated Assets (A) apply an amount (or, in the event equal to such other unsubordinated excess Net Available Cash to repay Senior Indebtedness of the Company was issued with significant original issue discountor Indebtedness of a Restricted Subsidiary, 100% in each case owing to a Person other than the Company or any Affiliate of the accreted value thereofCompany or (B) without premiuminvest an equal amount, plus accrued but unpaid interest or the amount not so applied pursuant to clause (orA), in respect of Additional Assets or a Permitted Business Investment or (ii) apply such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) in accordance with the procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the excess Net Available Cash allotted (to their purchasethe extent not applied pursuant to clause (i)) as provided in the following paragraphs of this Section 4.06. The amount of such excess Net Available Cash required to be applied during the applicable period and not applied as so required by the end of such period shall constitute "Excess Proceeds". (i) If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Excess Proceeds Offer (as defined below) totals at least $10.0 million, the Company shall select must, not later than the Securities and other unsubordinated Indebtedness fifteenth Business Day of such month, make an offer (an "Excess Proceeds Offer") to be purchased purchase from the Holders on a pro rata basis but an aggregate principal amount of Securities equal to the Excess Proceeds (rounded down to the nearest multiple of $1,000) on such date, at a purchase price equal to 100% of the principal amount of such Securities, plus, in round denominations. each case, accrued interest (if any) to the date of purchase (the "Excess Proceeds Payment"). (ii) The Company shall not be required commence any Excess Proceeds Offer with respect to make an the Securities by mailing a notice to the Trustee and each Holder stating: (A) that the Excess Proceeds Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) is being made pursuant to this Section 4.6 if 4.06 and that all Securities validity tendered will be accepted for payment on a pro rata basis; (B) the Net Available Cash available therefor is less than $10.0 million purchase price and the date of purchase (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less Business Day no earlier than 30 days nor more later than 60 days after from the date of such notice is mailed) (the "PURCHASE DATEExcess Proceeds Payment Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and ; (C) if materialthat any Security not tendered will continue to accrue interest pursuant to its terms; (D) that, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities unless the Company defaults in the payment of the Excess Proceeds Payment, any Security accepted for payment pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Excess Proceeds Offer is delivered shall cease to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made accrue interest on and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. Excess Proceeds Payment Date; (3E) that Holders electing to have a Security purchased shall pursuant to the Excess Proceeds Offer will be required to surrender the Security, together with an appropriate the form duly entitled "Option of Holder to Elect Purchase" on the reverse side of the Security completed, to the Company Paying Agent at the address specified in the notice at least three Business Days prior to the Purchase close of business on the Business Day immediately preceding the Excess Proceeds Payment Date. ; (F) that Holders shall will be entitled to withdraw their election if the Trustee or the Company receives Paying Agent receives, not later than one the close of business on the third Business Day prior to immediately preceding the Purchase Excess Proceeds Payment Date, a telextelegram, facsimile transmission or letter setting forth the name of the such Holder, the principal amount of the Security which was Securities delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security Securities purchased. ; and (G) that Holders whose Securities are being purchased only in part shall will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered; PROVIDED, HOWEVER, that each Security purchased and each new Security issued shall be in a principal amount of $1,000 or integral multiples thereof. (4iii) At On the time the Company delivers Securities to the Trustee which are to be accepted for purchaseExcess Proceeds Payment Date, the Company shall also deliver (A) accept for payment on a pro rata basis Securities or portions thereof tendered pursuant to the Excess Proceeds Offer, (B) deposit with the Paying Agent money sufficient to pay the purchase price of all Securities or portions thereof so accepted, and (C) deliver, or cause to be delivered, to the Trustee all Securities or portions thereof so accepted together with an Officers' Certificate stating that such specifying the Securities are to be or portions thereof so accepted for payment by the Company. The Paying Agent shall promptly mail to the Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered; PROVIDED, HOWEVER; that each Security purchased and each new Security issued shall be in a principal amount of $1,000 or integral multiples thereof. The Company pursuant to and in accordance with will publicly announce the terms results of the Excess Proceeds Offer as soon as practicable after the Excess Proceeds Payment Date. For purposes of this Section. A Security Section 4.06, the Trustee shall be deemed to have been accepted for purchase at act as the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering HolderPaying Agent. (div) The Company shall will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations thereunder in connection with the purchase of event that such Excess Proceeds are received by the Company under this Section 4.06 and the Company is required to repurchase Securities pursuant to this Sectionas described above. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this SectionSection 4.06, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.06 by virtue thereof. (c) In the event of its compliance the transfer of substantially all (but not all) the property and assets of the Company as an entirety to a Person in a transaction permitted by Section 5.01, the Successor Company (as defined therein) shall be deemed to have sold the properties and assets of the Company not so transferred for purposes of the covenant described hereunder, and shall comply with the provisions of the covenant described hereunder with respect to such securities laws deemed sale as if it were an Asset Disposition and the Successor Company shall be deemed to have received Net Available Cash in an amount equal to the fair market value (as determined in good faith by the Board of Directors) of the properties and assets not so transferred or regulationssold. (d) In the event of an Asset Disposition by the Company or any Restricted Subsidiary that consists of a sale of hydrocarbons and results in Production Payments, the Company or such Restricted Subsidiary shall apply an amount equal to the Net Available Cash received by the Company or such Restricted Subsidiary to (i) reduce Senior Indebtedness of the Company or Indebtedness of a Restricted Subsidiary, in each case owing to a Person other than the Company or any Affiliate of the Company, within 180 days after the date such Net Available Cash is so received or (ii) invest in Additional Assets or a Permitted Business Investment within 360 days after the date such Net Available Cash is so received.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall Borrower will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: : (1i) the Company Borrower or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; , as such fair market value (2on the date a legally binding commitment for such Asset Disposition was entered into) may be determined (and shall be determined, to the extent such Asset Disposition or any series of related Asset Dispositions involves aggregate consideration in excess of $25,000,000the greater of $67,500,000 and 25.00% of Consolidated EBITDA for the most recently ended four-fiscal quarter period for which consolidated financial statements of the Borrower are available) in good faith by the Borrower, whose determination shall be conclusive (including as to the value of all noncash consideration); (ii) in the case of any Asset Disposition (or series of related Asset Dispositions) having a fair market value (on the date a legally binding commitment for such Asset Disposition was entered into) of $25,000,000 or m▇▇▇▇▇ excess of the greater of $67,500,000 and 25.00% of Consolidated EBITDA for the most recently ended four-fiscal quarter period for which consolidated financial statements of the Borrower are available, at least 8075.00% of the consideration thereof therefor (excluding, in the case of an Asset Disposition (or series of related Asset Dispositions), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) received by the Company Borrower or such Restricted Subsidiary is in the form of cash or cash equivalentscash; and and (3iii) to the extent required by Subsection 8.4(b), an amount equal to 100100.00% of the Net Available Cash from such Asset Disposition is applied by the Company Borrower (or such any Restricted Subsidiary, as the case may be) (A) FIRST, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness (other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to the Company or an Affiliate of the Company) within fifteen months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) SECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.6(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.6(a) exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.6(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.6(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cashas provided therein. (b) In the event of that on or after the Closing Date the Borrower or any Restricted Subsidiary shall make an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFER") at or a purchase price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, Recovery Event in respect of such other unsubordinated IndebtednessCollateral shall occur, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) in accordance with the procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reportsSubsection 8.4(a), (B) a description of material developments in the Company's business subsequent an amount equal to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation 100.00% of the Net Available Cash from the such Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company Disposition or Recovery Event shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted applied by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment Borrower (or cause any Restricted Subsidiary, as the delivery of paymentcase may be) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.as follows:

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: : (1) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time (including by way of such Asset Disposition relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (including as such fair market value to be determined on the value date of all non-cash considerationcontractually agreeing to such Asset Disposition), as determined in good faith by the Board of DirectorsDirectors of the Company, of the shares and assets subject to such Asset Disposition; Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), at least 8075% of the consideration thereof from such Asset Disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalentsCash Equivalents; and and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such any Restricted Subsidiary, as the case may be: (i) (A) FIRST, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness (other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to the Company or an Affiliate of the Company) within fifteen months 365 days from the later of (A) the date of such Asset Disposition or and (B) the receipt of such Net Available Cash; (Bi) SECONDto prepay, repay or purchase any Indebtedness of a Non-Guarantor, Indebtedness that is secured by a Lien or Permitted Funding Indebtedness (in each case, other than Indebtedness owed to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(bany Restricted Subsidiary); PROVIDEDprovided, HOWEVERhowever, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (A) or (C) abovei), the Company or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding ; or (ii) to prepay, repay or purchase Pari Passu Indebtedness; provided further that, to the foregoing provisions of this Section 4.6, extent the Company redeems, repays or repurchases Pari Passu Indebtedness pursuant to this clause (ii) the Company shall equally and ratably reduce obligations under the Notes as provided under Section 5.7, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or (ii) to the extent the Company or any Restricted Subsidiaries shall not be required Subsidiary elects, to apply invest in or commit to invest in Additional Assets (including Financeable Assets and by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days from the later of (A) the date of such Asset Disposition and (B) the receipt of such Net Available Cash; provided, however, that any such reinvestment in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Company that is executed or approved within such time will satisfy this requirement, so long as such investment is consummated within 180 days of such 365th day; provided that, pending the final application of any such Net Available Cash in accordance with clause (i) or clause (ii) in this Section 4.6(a3.5(a)(3), the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness (including Permitted Funding Indebtedness) except or otherwise use such Net Available Cash in any manner not prohibited by this Indenture. (b) Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in Section 3.5(a) will be deemed to constitute “Excess Proceeds” under this Indenture. On the 366th day after the later of an Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds under this Indenture exceeds $50.0 million, the Company will within 10 Business Days be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes issued under this Indenture and, to the extent the Company elects, to all holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in respect of the Notes in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Company shall deliver notice of such Asset Disposition Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the Notes Register or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Asset Disposition and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice. (c) To the extent that the aggregate Net Available Cash from all amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Dispositions which Disposition Offer is not applied less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer by Holders and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Excess Proceeds shall be allocated among the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the respective aggregate principal amounts of tendered Notes of the relevant series and Pari Passu Indebtedness in accordance with the procedures set forth in this Section 4.6(aIndenture or the agreements governing the Pari Passu Indebtedness, as applicable, and in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. Upon completion of any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (d) exceeds $10.0 million. Pending application To the extent that any portion of Net Available Cash pursuant to this Section 4.6(a)payable in respect of the Notes is denominated in a currency other than U.S. dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. dollars that is actually received by the Company upon converting such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. portion into U.S. dollars. (e) For the purposes of this Section 4.6(a)3.5(a)(2) hereof, the following are will be deemed to be cash or cash equivalents: cash: (1i) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Company or a Restricted Subsidiary (other than Subordinated Indebtedness of the Company or any Restricted Subsidiary a Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition and Disposition; (2ii) securities securities, notes or other obligations received by the Company or any Restricted Subsidiary of the Company from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cashcash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (iii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Company and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition; (iv) consideration consisting of Indebtedness of the Company (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Company or any Restricted Subsidiary; and (v) any Designated Non-Cash Consideration received by the Company or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 3.5 that is at that time outstanding, not to exceed the greater of $70.0 million and 2.5% of Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (bf) In Upon the event commencement of an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C)Offer, the Company shall purchase Securities tendered pursuant send, or cause to an offer be sent, electronically or by first class mail, a notice to the Company for the Securities (Trustee and such other unsubordinated Indebtedness of the Company) (the "OFFER") to each Holder at a purchase price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) its registered address or otherwise in accordance with the procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase priceDTC. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to enable such Holder to tender Securities Notes pursuant to the Asset Disposition Offer. Any Asset Disposition Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Disposition Offer, together with shall state: (1) that the information contained in clause Asset Disposition Offer is being made pursuant to this Section 3.5 and that, to the extent lawful, all Notes tendered and not withdrawn shall be accepted for payment (3unless prorated).; (2) Not the Asset Disposition payment amount, the Asset Disposition offered price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date upon which written notice of an Offer such notices is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer mailed (the "OFFER AMOUNT"“Asset Sale Payment Date”), including information as to ; (3) that any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee Notes not tendered or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held accepted for payment shall continue to accrue interest in accordance with the provisions of this Section. If terms thereof; (4) that, unless the Offer includes other unsubordinated IndebtednessCompany defaults in making such payment, the deposit described in the preceding sentence may be made with any other paying agent Notes accepted for payment pursuant to arrangements satisfactory the Asset Disposition Offer shall cease to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to accrue interest on and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6.Asset Sale Payment Date; (35) that Holders electing to have a Security any Notes purchased pursuant to any Asset Disposition Offer shall be required to surrender the SecurityNotes, with an appropriate the form duly entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Company Paying Agent at the address specified in the notice at least three Business Days prior to before the Purchase Asset Sale Payment Date. ; (6) that Holders shall be entitled to withdraw their election if the Trustee or the Company receives Paying Agent receives, not later than one two Business Day Days prior to the Purchase Asset Sale Payment Date, a telex, facsimile transmission or letter notice setting forth the name of the Holder, the principal amount of the Security which was Note the Holder delivered for purchase by the Holder and a statement that such Holder is withdrawing his its election to have such Security Note purchased. ; (7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Disposition payment amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof shall be purchased); and (8) that Holders whose Securities are Notes were purchased only in part shall will be issued new Securities Notes equal in principal amount to the unpurchased portion of the Securities surrenderedNotes surrendered (or transferred by book-entry). (4g) At If the time Asset Sale Payment Date is on or after a record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Disposition Offer. (h) On the Asset Sale Payment Date, the Company delivers Securities will, to the extent permitted by law, (1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Asset Disposition Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Asset Disposition payment in respect of all Notes or portions thereof so tendered, and (3) deliver, or cause to be delivered, to the Trustee which are for cancellation the Notes so accepted together with an Officer’s Certificate to be accepted for purchase, the Company shall also deliver an Officers' Certificate Trustee stating that such Securities are Notes or portions thereof have been tendered to be accepted and purchased by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering HolderCompany. (di) The Company shall will comply, to the extent applicable, with the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase repurchase of Securities Notes pursuant to this SectionSection 3.5. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this SectionIndenture, the Company shall will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section Indenture by virtue of its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) such Asset Disposition is for Fair Market Value, (ii) the proceeds therefrom consist of at least 85% cash or Cash Equivalents, (iii) such Asset Disposition shall not involve any of the Collateral unless the Company complies with Sections 4.11(c) and (d) below 42 and (iv) the Company or such Restricted Subsidiary receives consideration at shall apply the time proceeds of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith redeem or prepay Indebtedness secured by the Board assets which are the subject of Directors, such Asset Disposition in accordance with the terms of the shares and assets subject to such Asset Disposition; Intercreditor Agreement. (2b) at least 80% of the consideration thereof received by the The Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) shall apply an amount equal to 100% of the Net Available Cash Proceeds received from such an Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) FIRST, within 15 days of receipt thereof to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness (other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to the Company or an Affiliate of the Company) within fifteen months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) SECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount at a price equal to 100% of the principal amount so prepaidplus accrued and unpaid interest to and including the redemption date, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.6(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.6(a) exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.6(a), such Net Available Cash 4.11. All redemptions of Securities pursuant to this Section 4.11 shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.6(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) in accordance with the procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased made on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase among the Securityholder's based upon the outstanding principal amount of Securities (and other unsubordinated Indebtedness as of the Company) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes record date of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition)redemption. (1) Promptly, and in any event within 10 days after If the Company becomes is obligated to make an Offerredeem Securities pursuant to this Section 4.11, it shall notify the Trustee in writing of the redemption date and the principal amount of Securities to be redeemed. (2) Unless the Trustee consents to a shorter period, the Company shall deliver give each notice to the Trustee provided for in this Section 4.11 at least three Business Days before the applicable redemption date. Such notice shall be accompanied by an Officers' Certificate to the effect that such redemption will comply with the conditions herein. If fewer than all the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Company and sendgiven to the Trustee, which record date shall be not less than two days after the date of notice to the Trustee. (3) If fewer than all the Securities are to be redeemed, the Trustee shall select the Securities or portions thereof to be redeemed pro rata (or as nearly pro rata as practicable in the sole discretion of the Trustee based on the principal amount of the then outstanding Securities). Securities and portions of them that the Trustee selects shall be in amounts of $1,000 or a whole multiple of $1,000. Provisions of this Section that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed. (4) At least three days but not more than thirty days before a date for redemption of Securities pursuant to Section 4.11, the Company shall mail a notice of redemption by first-class mail to each Holder, a written notice stating that the Holder may elect of Securities to have his Securities purchased by the Company either in whole or in part be so redeemed. (subject to prorating as described in Section 4.6(b5) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less identify the Securities to be redeemed and shall state: (i) the redemption date; (ii) the redemption price; (iii) the name and address of the Paying Agent; (iv) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price; (v) if fewer than 30 days nor more than 60 days all the outstanding Securities are to be redeemed, the identification and principal amounts of the particular Securities to be redeemed, and that after the date applicable redemption date, upon surrender of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company Security, a new Security or Securities in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an principal amount equal to the Offer Amount to unredeemed portion will be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.issued;

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company On and after the Escrow Release Date, the Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: : (1i) the Company Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value Fair Market Value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, ) of the shares and assets subject to such Asset Disposition; Disposition; and (2ii) at least 8075% of the consideration thereof received by the Company Issuer or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% Temporary Cash Investments. Within 365 days after the receipt of the any Net Available Cash from such Asset Disposition is applied by Disposition, the Company (Issuer or such the applicable Restricted Subsidiary, as the case may be) , shall apply such Net Available Cash: (A) FIRSTto reduce Obligations with respect to Credit Facility Indebtedness and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto; (B) to reduce Obligations under Indebtedness (other than Subordinated Obligations) that is secured by a Lien (including Obligations under the 2023 Notes Indenture), which Lien is permitted by this Indenture and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto; (C) to reduce Obligations under any other Senior Indebtedness of the Issuer or a Guarantor; provided, however, that to the extent the Company elects Issuer or such Guarantor repays any such other Senior Indebtedness, the Issuer shall equally and ratably reduce the principal amount of the Notes outstanding through open-market purchases or through redemption, or shall offer (in accordance with the procedures set forth in Section 4.06(b) and (c)) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus accrued but unpaid interest, if any, in an aggregate principal amount which, if the offer were accepted, would result in such reduction (and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto); (D) to reduce Obligations under any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto; (E) to acquire Additional Assets; or (F) to make capital expenditures that are used or is required by useful in a Related Business or that replace the terms businesses, properties and/or assets that are the subject of any Indebtednesssuch Asset Disposition; in the case of clause (A), to prepay(B), repay(C) and (D), redeem or purchase Indebtedness (other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness Indebtedness owed to the Company Issuer or an Affiliate of the CompanyIssuer; provided that, a binding commitment to apply any Net Available Cash for purposes specified in clauses (E) within fifteen months from or (F) above entered into in good faith by the later Issuer or a Restricted Subsidiary prior to the expiration of the date of relevant 365-day period will extend such Asset Disposition or the receipt of such Net Available Cash; (B) SECOND, period by an additional 180 days to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchasedcovered thereby. Notwithstanding the foregoing provisions of this Section 4.64.06(a), the Company Issuer and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.6(a) 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.6(a) 4.06 exceeds $10.0 50 million. Pending application of Net Available Cash pursuant to this Section 4.6(a)4.06, such Net Available Cash shall may be invested in Temporary Cash Investments or applied to temporarily reduce utilized for general corporate purposes, including repayment of revolving credit indebtedness. For the purposes of this Section 4.6(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cashborrowings. (b) In Any Net Available Cash that is not applied or invested as provided in Section 4.06(a) shall constitute “Excess Proceeds.” When the event aggregate amount of Excess Proceeds exceeds $50 million, the Issuer shall make an offer (an “Asset Disposition that requires Offer”) to all Holders (with a copy to the Trustee) and, at the Issuer’s election, to holders of other Senior Indebtedness to purchase or redeem the maximum principal amount of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (Notes and such other unsubordinated Senior Indebtedness that may be purchased out of the Company) (the "OFFER") at a purchase amount of such Excess Proceeds. The offer price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, any Asset Disposition Offer shall be equal to 100% of the accreted value thereof) without premium, principal amount of the Notes and/or any such Senior Indebtedness plus accrued but and unpaid interest (orto the date of purchase, and shall be payable in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) cash in accordance with the procedures (including prorating in the event of over-subscriptionoversubscription) set forth in Section 4.6(c)this Indenture or the agreements governing the other Senior Indebtedness. If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Company Trustee shall select the Securities Notes, and the trustee or agent for the other unsubordinated Senior Indebtedness shall select such other Senior Indebtedness to be purchased on a pro rata basis basis, but in round denominations, which, in the case of the Notes, shall be denominations of $2,000 principal amount or integral multiples of $1,000 in excess thereof. The Company Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero and, so long as all such Notes and such other Senior Indebtedness validly tendered and not be required withdrawn pursuant to make an Offer such offer are purchased by the Issuer in compliance with this Section 4.06, any excess of the offer amount over the amount applied to purchase Securities Notes (and such other unsubordinated Indebtedness of the CompanySenior Indebtedness) pursuant to such offer may be applied by the Issuer for any purpose not prohibited by this Indenture. The Issuer may satisfy its obligations under this Section 4.6 if the 4.06 with respect to any Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such by making an Asset Disposition Offer is required with respect to the such Net Available Cash from any subsequent Asset Dispositionprior to the expiration of the relevant 365 days (or extended period provided above) or with respect to Excess Proceeds of $50 million or less, including by making an offer to purchase Notes pursuant to clause (C) of the second paragraph of Section 4.06(a). (1i) Promptly, and in any event within 10 days Promptly after the Company Issuer becomes obligated to make an Asset Disposition Offer, the Company Issuer shall be obligated to deliver to the Trustee and send, by first-class mail or electronically to each Holder, a written notice stating that the Holder may elect to have his Securities Notes purchased by the Company Issuer either in whole or in part (subject to prorating as described in Section 4.6(b4.06(b) in the event the Asset Disposition Offer is oversubscribed) in denominations of $2,000 of principal amount or any whole integral multiples multiple of $1,000 of principal amountin excess thereof, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE"“Purchase Date”) and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities Notes pursuant to the Asset Disposition Offer, together with the information contained address referred to in clause (3)iii) below. (2ii) Not later than the date upon which written notice of an Asset Disposition Offer is delivered to the Trustee as provided belowabove, the Company Issuer shall deliver to the Trustee an Officers' ’ Certificate as to (A) the amount of the Asset Disposition Offer (the "OFFER AMOUNT"“Offer Amount”), including information as to any other unsubordinated Senior Indebtedness included in the Asset Disposition Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Asset Disposition Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b4.06(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Asset Disposition Offer remains open (the "OFFER PERIOD"“Offer Period”), the Company Issuer shall deliver to the Trustee for cancellation the Securities Notes or portions thereof which that have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6Issuer. (3iii) Holders electing to have a Security Note purchased shall be required to surrender the SecurityNote, with an appropriate form duly completed, to the Company Issuer at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company Issuer receives not later than one Business Day prior to the Purchase Date, a telex, facsimile or electronic transmission or letter setting forth the name of the Holder, the principal amount of the Security Note which was delivered for purchase by the Holder for purchase and a statement that such Holder ▇▇▇▇▇▇ is withdrawing his election to have such Security Note purchased. If at the expiration of the Offer Period the aggregate principal amount of Notes included in the Asset Disposition Offer surrendered by holders thereof exceeds the Offer Amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased), or in the case of Global Notes, in accordance with the applicable procedures of the Depositary. Holders whose Securities Notes are purchased only in part shall be issued new Securities Notes equal in principal amount to the unpurchased portion of the Securities surrenderedNotes surrendered; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. (4iv) At On the time purchase date, all Notes purchased by the Company delivers Securities Issuer under this Section 4.06 shall be delivered by the Issuer to the Trustee which are to be accepted for purchasecancellation, and the Company Issuer shall also deliver an Officers' Certificate stating that such Securities are to be accepted by pay the Company pursuant to purchase price plus accrued and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trusteeunpaid interest, directly or through an agentif any, mails or delivers payment therefor to the surrendering HolderHolders entitled thereto (subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date). (d) The Company Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase repurchase of Securities Notes pursuant to this SectionSection 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 4.06, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.06 by virtue of its compliance with such securities laws or regulations. (e) For the purposes of this Section 4.06, the following are deemed to be cash or Temporary Cash Investments: (i) the assumption or discharge of Indebtedness of the Issuer or any Restricted Subsidiary (other than Subordinated Obligations or Obligations in respect of Disqualified Stock of the Issuer or Preferred Stock of a Guarantor) and the release of the Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (ii) any liabilities, as shown on the Issuer’s most recent consolidated balance sheet, of the Issuer or any Restricted Subsidiary (other than contingent liabilities and Subordinated Obligations) that are assumed by the transferee of shares of Capital Stock, property or other assets in the Asset Disposition or that are otherwise cancelled or terminated in connection with the transaction with such transferee, in each case pursuant to a customary agreement that releases the Issuer or such Restricted Subsidiary from any and all liability therefor; (iii) any securities, notes or other obligations received by the Issuer or any Restricted Subsidiary from the transferee that are converted by the Issuer or such Restricted Subsidiary into cash or Temporary Cash Investments (to the extent of the Temporary Cash Investments received) within 180 days after the date of the applicable Asset Disposition, to the extent of the cash received in that conversion; and (iv) any Designated Noncash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Disposition having an aggregate Fair Market Value that, when taken together with all other Designated Noncash Consideration received pursuant to this clause (iv) that is at that time outstanding, does not exceed the greater of (x) $90 million and (y) 0.30% of Total Assets (determined as of the end of the most recent fiscal quarter for which internal financial statements are available) at the time of the receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. will not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any SPV Asset Sale. 59836545_7 (b) The Company, UPC NL Holdco and an Affiliate Covenant Party will not, and will not permit any of the Restricted Subsidiaries to, make any Asset Disposition unless: : (1) the Company Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time (including by way of such Asset Disposition relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors or senior management of the Company (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; ; (2) unless the Asset Disposition is a Permitted Asset Swap, at least 8075% of the consideration thereof from such Asset Disposition (excluding any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, other than Indebtedness) received by the Company Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalentsCash Equivalents; and and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary, as the case may be) : (A) FIRST, to the extent the Company Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness (other than any Disqualified Stock) of CB Richard the Company, UPC NL Holdco, an Affiliate Covenant Party or any Wholly Owned other Covenant Party (including the Proceeds Loan), or Indebtedness of a Restricted Subsidiary that is not a Covenant Party (in each case other ▇▇▇▇ ▇▇▇▇▇tedness than Indebtedness owed to the Company Company, UPC NL Holdco, an Affiliate Covenant Party or an Affiliate of the Company) within fifteen months 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a), the Company, UPC NL Holdco, an Affiliate Covenant Party such Covenant Party or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) (except in the case of any revolving Indebtedness) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (B) SECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company electsCompany, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary elects to acquire invest in or commit to invest in Additional Assets within one year 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRDprovided, however, that any such reinvestment in Additional Assets made pursuant to a definitive agreement or a commitment approved by the extent Board of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness Directors or senior management of the Company designated by that is executed or approved within such time will satisfy this requirement, so long as such investment is consummated within 6 months of such 365th day; 59836545_7 provided that pending the Company) to purchase Securities (and final application of any such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with clause (A) or clause (B) of this Section 4.6(a4.10(b)(3), the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Agreement. (c) except Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied as provided in Section 4.10(b)(3) will be deemed to constitute “Excess Proceeds”. (d) To the extent that the Company, UPC NL Holdco or an Affiliate Covenant Party is required pursuant to the terms of the Indentures (or any similar terms in an instrument or agreement governing Senior Indebtedness other than the Finance Documents) to make an offer to redeem or prepay the Indebtedness thereunder (an “Excess Proceeds Redemption Offer”), then the Company, UPC NL Holdco or an Affiliate Covenant Party shall include the Outstandings under the Facilities in such offer to prepay (and shall provide notice of such offer to the Facility Agent), such that a portion of the Excess Proceeds (the “Prepayment Amount”) that is equivalent to the proportion that the aggregate amount of the Outstandings under the Facilities bears to the aggregate principal amount of other Senior Indebtedness is available to be applied and is so applied in prepayment of the Outstandings plus accrued and unpaid interest owed to each Lender under the Facilities (to the extent that such Lender accepts any such offer of prepayment). (e) To the aggregate Net Available Cash from all Asset Dispositions which extent that the Company, UPC NL Holdco or an Affiliate Covenant Party is not required to make an Excess Proceeds Redemption Offer, the Company, UPC NL Holdco or an Affiliate Covenant Party shall procure that the Excess Proceeds are applied in accordance prepayment of the Outstandings plus accrued and unpaid interest under one or more Facilities selected by the Company. (f) Following compliance with this Section 4.6(athe requirements of paragraph (d) exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.6(aand (e), such Net Available Cash shall be invested the Company may use any remaining Excess Proceeds for general corporate purposes in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. any manner not prohibited by this Agreement. (g) For the purposes of this Section 4.6(a)4.10, the following are will be deemed to be cash or cash equivalents: cash: (1) the assumption by the transferee of Indebtedness (other than Subordinated Obligations) of the Company Company, UPC NL Holdco or any an Affiliate Covenant Party or Indebtedness of a Restricted Subsidiary and the release of the Company Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with Section 4.10(b)(3)(A)); (2) securities securities, notes or other obligations received by the Company Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary from the transferee that are promptly converted convertible by the Company Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary into cash.cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; 59836545_7 (b3) In Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the event extent that the Company, UPC NL Holdco, an Affiliate Covenant Party and each other Restricted Subsidiary are released from any guarantee of an payment of the principal amount of such Indebtedness in connection with such Asset Disposition that requires the purchase Disposition; (4) consideration consisting of Securities (and other unsubordinated Indebtedness of the Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary; (5) pursuant to Section 4.6(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer any Designated Non-Cash Consideration received by the Company for the Securities (and Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary in such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100Asset Dispositions having an aggregate fair market value not to exceed 25.0% of the accreted value thereof) without premium, plus accrued but unpaid interest consideration from such Asset Disposition (or, in respect of excluding any consideration received from such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) Asset Disposition in accordance with clauses (1) to (4) of Section 4.10(g)) (with the procedures fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); and (including prorating 6) in the event addition to any Designated Non-Cash Consideration received pursuant to clause (5) of overSection 4.10(g), Designated Non-subscription) set forth in Section 4.6(c). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of Cash Consideration received by the Company) tendered pursuant to the Offer exceeds the Net Available , UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) Consideration received pursuant to this Section 4.6 if clause (6) that is at that time outstanding, not to exceed the Net Available Cash available therefor is less than $10.0 greater of €120.0 million and 5.0% of Total Assets (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice fair market value of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount each item of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Designated Non-Cash from the Asset Dispositions pursuant to which such Offer is Consideration being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase measured at the time the Trustee, directly or through an agent, mails or delivers payment therefor received and without giving effect to the surrendering Holdersubsequent changes in value). (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, In the event and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) at least 80% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) FIRST, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness (other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to the Company or an Affiliate of the Company) within fifteen months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) SECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.6(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.6(a) exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.6(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.6(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from one or more Asset Dispositions occurring on or after the transferee that are promptly converted by Issue Date in any period of 12 consecutive months exceeds 15% of Adjusted Consolidated Net Tangible Assets as of the beginning of such 12-month period, then the Company shall (i) within 180 days (in the case of (A) below) or 18 months (in the case of (B) below) after the date such Net Available Cash so received exceeds such 15% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Available Cash to repay Senior Indebtedness of the Company or such a Subsidiary Guarantor or Indebtedness of a Restricted Subsidiary into cashthat is not a Subsidiary Guarantor, in each case owing to a Person other than the Company or any Affiliate of the Company or (B) invest an equal amount, or the amount not so applied pursuant to clause (A), in Additional Assets or Permitted Business Investments or (ii) apply such excess Net Available Cash (to the extent not applied pursuant to clause (i)) as provided in Section 4.07(b). The amount of such excess Net Available Cash required to be applied during the applicable period and not applied as so required by the end of such period shall constitute "Excess Proceeds." (bii) In The Company shall commence any Excess Proceeds Offer with respect to the event of an Asset Disposition Securities by mailing a notice to the Trustee and each Holder stating: (A) that requires the Excess Proceeds Offer is being made pursuant to this Section 4.07 and that all Securities validly tendered will be accepted for payment on a pro rata basis; (B) the purchase price and the date of Securities purchase (and other unsubordinated Indebtedness of which shall be a Business Day no earlier than 30 days nor later than 60 days from the Company) pursuant to Section 4.6(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and date such other unsubordinated Indebtedness of the Companynotice is mailed) (the "OFFERExcess Proceeds Payment Date"); (C) at a purchase price of 100% of their principal amount that any Security not tendered will continue to accrue interest pursuant to its terms; (orD) that, unless the Company defaults in the event such other unsubordinated Indebtedness payment of the Company was issued with significant original issue discountExcess Proceeds Payment, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided any Security accepted for by the terms of such unsubordinated Indebtedness of the Company) in accordance with the procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered payment pursuant to the Excess Proceeds Offer exceeds the Net Available Cash allotted shall cease to their purchase, the Company shall select the Securities accrue interest on and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating Excess Proceeds Payment Date; (E) that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall pursuant to the Excess Proceeds Offer will be required to surrender the Security, together with an appropriate the form duly entitled "Option of Holder to Elect Purchase" on the reverse side of the Security completed, to the Company Paying Agent at the address specified in the notice at least three Business Days prior to the Purchase close of business on the Business Day immediately preceding the Excess Proceeds Payment Date. ; (F) that Holders shall will be entitled to withdraw their election if the Trustee or the Company receives Paying Agent receives, not later than one the close of business on the third Business Day prior to immediately preceding the Purchase Excess Proceeds Payment Date, a telextelegram, facsimile transmission or letter setting forth the name of the such Holder, the principal amount of the Security which was Securities delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security Securities purchased. ; and (G) that Holders whose Securities are being purchased only in part shall will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered; provided, however, that each Security purchased and each new Security issued shall be in a principal amount of $1,000 or integral multiples thereof. (4iii) At mail to the time Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered; provided, however, that each Security purchased and each new Security issued shall be in a principal amount of $1,000 or integral multiples thereof. The Company will publicly announce the results of the Excess Proceeds Offer as soon as practicable after the Excess Proceeds Payment Date. For purposes of this Section 4.07, the Trustee shall act as the Paying Agent. (c) In the event of the transfer of substantially all (but not all) the property and assets of the Company delivers Securities as an entirety to the Trustee which are to be accepted for purchasea Person in a transaction permitted by Section 5.01, the Successor Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted sold the properties and assets of the Company not so transferred for purchase at purposes of this Section 4.07, and shall comply with the time provisions of this Section 4.07 with respect to such deemed sale as if it were an Asset Disposition and the Trustee, directly or through Successor Company shall be deemed to have received Net Available Cash in an agent, mails or delivers payment therefor amount equal to the surrendering Holderfair market value (as determined in good faith by the Board of Directors) of the properties and assets not so transferred or sold. (d) In the event of an Asset Disposition by the Company or any Restricted Subsidiary that consists of a sale of hydrocarbons and results in Production Payments, the Company or such Restricted Subsidiary shall apply an amount equal to the Net Available Cash received by the Company or such Restricted Subsidiary to (i) reduce Senior Indebtedness of the Company or a Subsidiary Guarantor or Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, in each case owing to a Person other than the Company or any Affiliate of the Company, within 180 days after the date such Net Available Cash is so received, or (ii) invest in Additional Assets or Permitted Business Investments within 18 months after the date such Net Available Cash is so received. (e) The Company shall will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations thereunder in connection with the purchase of event that such Excess Proceeds are received by the Company under this Section 4.07 and the Company is required to repurchase Securities pursuant to this Sectionas described above. To the extent that the provisions of any securities 66 57 laws or regulations conflict with the provisions of this SectionSection 4.07, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue of its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: : (1) the Company Issuer or such any of its Restricted Subsidiary Subsidiaries receives consideration at the time of such Asset Disposition at least equal to the fair market value Fair Market Value (including as such Fair Market Value to be determined on the value date of all non-cash consideration), as determined in good faith by the Board of Directors, contractually agreeing to such Asset Disposition) of the shares and Capital Stock or other assets subject to such Asset Disposition; ; (2) at least 8075% of the aggregate consideration thereof received by the Company Issuer or any of its Restricted Subsidiaries from such Restricted Subsidiary Asset Disposition and all other Asset Dispositions since the Issue Date, on a cumulative basis, is in the form of cash or cash equivalentsCash Equivalents or Additional Assets, or any combination thereof; and and (3) except as provided in the next paragraph, an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiaryapplied, as the case may be) (A) FIRST, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness (other than any Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary (in each case other ▇▇▇▇ ▇▇▇▇▇tedness owed to the Company or an Affiliate of the Company) within fifteen months 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; , by the Issuer or such Restricted Subsidiary, as the case may be: (Ba) SECONDto prepay, to the extent of the balance of such Net Available Cash after application in accordance with clause (A)repay, to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition redeem or the receipt of such Net Available Cash; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated purchase Pari Passu Indebtedness of the Company designated by Issuer (including the CompanySecurities) or a Subsidiary Guarantor or any Indebtedness (other than Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor (in each case, excluding Indebtedness owed to purchase Securities (and such other unsubordinated Indebtedness the Issuer or an Affiliate of the Company) pursuant to and subject to the conditions of Section 4.6(bIssuer); PROVIDEDprovided, HOWEVERhowever, that that, in connection with any prepayment, repayment repayment, redemption or purchase of Indebtedness pursuant to this clause (A) or (C) abovea), the Company Issuer or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid repaid, redeemed or purchased. Notwithstanding ; or (b) to invest in Additional Assets; provided that pending the foregoing provisions final application of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any such Net Available Cash in accordance with clause (a) or clause (b) above, the Issuer and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Section 4.6(a) except to the extent that the aggregate Indenture. Any Net Available Cash from all Asset Dispositions which that is not applied or invested as provided in accordance with this Section 4.6(a) exceeds $10.0 million. Pending application the preceding paragraph will be deemed to constitute “Excess Proceeds.” Not later than the 366th day from the later of Net Available Cash pursuant to this Section 4.6(a), the date of such Asset Disposition or the receipt of such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For Cash, if the purposes aggregate amount of this Section 4.6(a)Excess Proceeds exceeds $20.0 million, the following are deemed Issuer will make an offer (“Asset Disposition Offer”) to all Holders of Securities and, to the extent required by the terms of other Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring the Issuer to make an offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Securities”) to purchase the maximum principal amount of Securities and any such Pari Passu Securities to which the Asset Disposition Offer applies that may be cash or cash equivalents: (1) the assumption of Indebtedness purchased out of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C)Excess Proceeds, the Company shall purchase Securities tendered pursuant to at an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of in cash in an amount equal to 100% of their the principal amount (or, in the event such other unsubordinated Pari Passu Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, of the Securities and Pari Passu Securities plus accrued but and unpaid interest interest, if any (or, or in respect of such other unsubordinated Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness Indebtedness), to, but excluding, the date of purchase (subject to the Company) right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of over-subscription) set forth in this Section 4.6(c)3.5 or the agreements governing the Pari Passu Securities, as applicable, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. If the aggregate purchase price principal amount of Securities (surrendered by Holders thereof and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer Pari Passu Securities surrendered by holders or lenders, collectively, exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Company Trustee shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but on the basis of the aggregate principal amount of tendered Securities and Pari Passu Securities. To the extent that the aggregate principal amount of Securities and Pari Passu Securities so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Issuer and its Restricted Subsidiaries may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in round denominationsthis Indenture. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Company shall not be Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Issuer will purchase the principal amount of Securities and Pari Passu Securities required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) be purchased pursuant to this Section 4.6 3.5 (the “Asset Disposition Offer Amount”) or, if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an the Asset Disposition Offer is required with respect Amount has been so validly tendered and not properly withdrawn, all Securities and Pari Passu Securities validly tendered and not properly withdrawn in response to the Net Available Cash from Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any subsequent Asset Disposition). (1) Promptlyaccrued and unpaid interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and in any event within 10 days after no further interest will be payable to Holders who tender Securities pursuant to the Company becomes obligated Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Issuer will, to make an the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Securities or portions of Securities and Pari Passu Securities so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Company shall deliver to the Trustee Asset Disposition Offer Amount has been validly tendered and sendnot properly withdrawn, by first-class mail to all Securities and Pari Passu Securities so validly tendered and not properly withdrawn, in each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either case in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of principal amount, at the applicable purchase price$2,000. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes Issuer will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' ’ Certificate stating that such Securities are to be or portions thereof were accepted for payment by the Company pursuant to and Issuer in accordance with the terms of this SectionSection 3.5 and, in addition, the Issuer will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Securities. A Security shall be deemed The Issuer or the paying agent, as the case may be, will promptly (but in any case not later than five Business Days after the termination of the Asset Disposition Offer Period) mail or deliver to have been each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Securities so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Issuer for purchase at purchase, and the time Issuer will promptly issue a new Security, and the Trustee, directly upon delivery of an Officers’ Certificate from the Issuer, will authenticate and mail or through deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a minimum principal amount of $2,000 or an agentintegral multiple of $1,000 in excess of $2,000. In addition, mails the Issuer will take any and all other actions required by the agreements governing the Pari Passu Securities. Any Security not so accepted will be promptly mailed or delivers payment therefor delivered by the Issuer to the surrendering Holder. (d) Holder thereof. The Company shall Issuer will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase repurchase of Securities pursuant to this Sectionan Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 3.5, the Company shall Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section Indenture by virtue of its compliance with such securities laws or regulations. For the purposes of clause (2) of the first paragraph of this Section 3.5, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Guarantor Subordinated Obligations or Disqualified Stock) of the Issuer or Indebtedness of a Restricted Subsidiary (other than Subordinated Obligations or Disqualified Stock of the Issuer and Guarantor Subordinated Obligations or Disqualified Stock of any Restricted Subsidiary that is a Subsidiary Guarantor) and the release of the Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Issuer will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (3)(a) of the first paragraph of this Section 3.5; (2) with respect to any Asset Disposition of oil and gas properties by the Issuer or any of its Restricted Subsidiaries in which the Issuer or such Restricted Subsidiary still retains an interest, any agreement by the transferee (or any Affiliate thereof) to pay all or a portion of the costs and expenses related to the exploration, development, completion or production of such properties and activities related thereto; and (3) securities, notes or other obligations received by the Issuer or any Restricted Subsidiary from the transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of the first paragraph of this Section 3.5 shall be deemed satisfied with respect to any Asset Disposition in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation. The requirement of clause (3)(b) of the first paragraph of this Section 3.5 shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into by the Issuer or its Restricted Subsidiary within the specified time period and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement. The Issuer will not, and will not permit any Restricted Subsidiary to, engage in any Asset Swaps, unless: (1) at the time of entering into such Asset Swap and immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and (2) in the event such Asset Swap involves the transfer by the Issuer or any Restricted Subsidiary of assets having an aggregate Fair Market Value in excess of $20.0 million, the terms of such Asset Swap have been approved by a majority of the members of the Board of Directors of the Issuer.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: : (1) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; ; (2) except for any Permitted Asset Swap, at least 8075% of the consideration thereof from such Asset Disposition received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalents; and Cash Equivalents; (3) if such Asset Disposition involves the disposition of Notes Priority Collateral or, after the Discharge of Credit Agreement Obligations, the disposition of Credit Agreement Priority Collateral, the Net Available Cash from such Asset Disposition, pending application in accordance with the provisions described under clause (4) below, shall be paid directly by the purchaser of such Collateral to the Collateral Agent for deposit into the Collateral Account, and any portion of the consideration therefor other than cash or Cash Equivalents shall be made subject to the Lien of this Indenture and the applicable Collateral Documents; and (4) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be: (a) (A) FIRST, to the extent such Net Available Cash constitute proceeds from the Company elects (or is required by the terms sale of any Indebtedness)Credit Agreement Priority Collateral, to prepayrepay Indebtedness under the Credit Agreement secured by such Credit Agreement Priority Collateral within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (b) to the extent such Net Cash Proceeds constitutes proceeds from the sale of Notes Priority Collateral, to permanently repay, redeem equally and ratably, the notes and any Pari Passu Secured Indebtedness, within 365 days from the later of the date of such Asset Disposition or purchase the receipt of such Net Available Cash; (c) to permanently reduce obligations under other Indebtedness secured by a Lien (other than any Disqualified Stock) of CB Richard provided that if Libbey Glass or any Wholly Owned Subsidiary Note Guarantor shall so reduce such obligations, Libbey Glass will equally and ratably reduce obligations under the notes and any Pari Passu Secured Indebtedness if the notes and such Pari Passu Secured Indebtedness are then prepayable or, if the notes may not then be prepaid, by making an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, the pro rata principal amount of notes that would otherwise be prepaid) or Indebtedness of a Non-Guarantor Restricted Subsidiary, in each case other ▇▇▇▇ ▇▇▇▇▇tedness than Indebtedness owed to the Company Libbey Glass or an Affiliate of the Company) Libbey Glass within fifteen months 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (Bd) SECOND, to the extent of the balance of such Net Available Cash after application invest in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) THIRDprovided, however, that with respect to Asset Dispositions of Notes Priority Collateral, such Additional Assets are added to the extent Notes Priority Collateral with the exception of the balance of such Net Available Cash after not to exceed $15.0 million that is invested in Additional Assets of Non-Guarantor Restricted Subsidiaries; provided that pending the final application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and any such other unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with clauses (a) through (d) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Section 4.6(aIndenture; provided further that in the case of an Asset Disposition of Notes Priority Collateral, any cash will be deposited in accordance with clause (3) above. Any Net Available Cash from Asset Dispositions that are not applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” To the extent that the aggregate amount of Excess Proceeds exceeds $20.0 million on the 366th day after an Asset Disposition, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities and to the extent required by the terms of other Pari Passu Secured Indebtedness, to all holders of other Pari Passu Secured Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Pari Passu Secured Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, and in compliance with the Intercreditor Agreement in each case in integral multiples of $1,000. To the extent that the aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the aggregate Net Available Cash from all “Asset Dispositions which is not applied Disposition Offer Period”). The Company will mail a notice of an Asset Disposition Offer first class, postage prepaid, to the record holders shown on the register of Holders within 20 days following the 366th day referred to in accordance with the second paragraph of this Section 4.6(a) exceeds $10.0 million3.5 with a copy to the Trustee, offering to purchase the Securities and Pari Passu Notes as described above. Pending application Each notice of Net Available Cash an Asset Disposition Offer shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date the notice is mailed, subject to applicable law (the “Asset Disposition Purchase Date”). No later than five Business Days after the termination of the Asset Disposition Offer Period, the Company will purchase the principal amount of Securities and Pari Passu Notes required to be purchased pursuant to this Section 4.6(a)3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such Net Available Cash shall record date, and no additional interest will be invested payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in Temporary Cash Investments each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or applied portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.5 and, in addition, the Company will deliver all certificates and securities required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after the Asset Disposition Purchase Date) mail or deliver to temporarily reduce revolving credit indebtednesseach tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of clause (2) of this Section 4.6(a)3.5, the following are will be deemed to be cash or cash equivalents: cash: (1) any liabilities as shown on the assumption of Indebtedness most recent consolidated balance sheet of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the release Securities) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and further liability; (2) securities any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from the such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In , to the event of an Asset Disposition that requires the purchase of Securities (and other unsubordinated Indebtedness extent of the Company) pursuant to Section 4.6(a)(3)(C)cash received in that conversion, with 180 days following the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other unsubordinated Indebtedness of the Company) (the "OFFER") at a purchase price of 100% of their principal amount (or, in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect closing of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) in accordance with the procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6.; and (3) Holders electing to have a Security purchased shall be required to surrender the Securityany Designated Non-cash Consideration received by Libbey Glass or any Restricted Subsidiary in such Asset Disposition having an aggregate fair market value, taken together with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company all other Designated Non-cash Consideration received pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase clause (3) that is at the time outstanding, not to exceed $15.0 million at the Trusteetime of the receipt of such Designated Non-cash Consideration, directly or through an agent, mails or delivers payment therefor with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to the surrendering Holder. (d) subsequent changes in value. The Company shall will comply, to the extent applicable, with the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the purchase repurchase of Securities pursuant to this SectionIndenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 3.5, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section Indenture by virtue of its compliance with such securities laws or regulationsany conflict.