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 will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company or such Restricted 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) of the shares or other assets subject to such Asset Disposition; and (2) at least 75% of the aggregate consideration received by the Company or such Restricted Subsidiary, as the case may be, from such 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 Additional Assets, or any combination thereof. (b) The Net Available Cash from such Asset Disposition may be applied, within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Company or such Restricted Subsidiary, as the case may be: (1) to prepay, repay, redeem or purchase Pari Passu Indebtedness of the Company (including the Notes) 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 the Company or an Affiliate of the Company); provided, however, that, in connection with any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this Section 4.11(b)(1), 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, redeemed or purchased; or (2) to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets; provided, that pending the final application of any such Net Available Cash in accordance with clause (1) or clause (2) of this Section 4.11(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 “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 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 record date, and no further interest will be 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 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 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 each 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 clause (2) of Section 4.11(a) above, 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 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 (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, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of Section 4.11(a) above 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. (i) The requirement of clause (2) of Section 4.11(b) 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 Company 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 Borrower will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1a) the Company Borrower or such the Restricted Subsidiary, as the case may be, receives consideration at the time of such the Asset Disposition at least equal to the Fair Market Value fair market value of the assets subject to the Asset Disposition (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Disposition) ), as determined in good faith by senior management of the shares or other assets subject Borrower or, if the consideration with respect to such Asset DispositionDisposition exceeds $10,000,000, the Board of Directors of the Borrower (including as to the value of all non-cash consideration); and (2b) at least 75% of the aggregate consideration from the Asset Disposition received by the Company Borrower or the Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. The Borrower or such Restricted Subsidiary, as the case may be, from such Asset Disposition and may elect to apply all other Asset Dispositions since the Issue Date, on a cumulative basis, is in the form of cash or Cash Equivalents or Additional Assets, or any combination thereof. (b) The portion of the Net Available Cash from such Asset Disposition may be appliedeither: (i) to prepay, repay, purchase, repurchase, redeem, defease or otherwise acquire or retire Loans under this Agreement, Second Lien Notes, loans under the First Lien Credit Agreements, Existing 2015 Senior Notes, Existing 2016 Senior Notes or Existing Subordinate Notes within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Company or such Restricted Subsidiary, as the case may be: (1) to prepay, repay, redeem or purchase Pari Passu Indebtedness of the Company (including the Notes) 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 the Company or an Affiliate of the Company); provided, however, provided that, in connection with any prepayment, repayment, redemption purchase, repurchase, redemption, defeasance, or purchase acquisition of Indebtedness pursuant to this Section 4.11(b)(1clause (c), the Company Borrower or such Restricted Subsidiary will retire such Indebtedness and and, in the case of revolving Indebtedness, will cause the related commitment (if any) to be permanently reduced in by an amount equal to the principal amount so prepaid, repaid, redeemed or purchasedretired; or (2ii) to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets; provided, that pending the final application of any such Net Available Cash in accordance with clause (1) or clause (2) of this Section 4.11(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 Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided that, pending the final application of any such 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 Agreement. 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 $25.0 million20,000,000, the Company will be required to Borrower must make an offer (an “Asset Disposition Offer”) to all Holders of Notes 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 IndebtednessDebt (collectively, the “Subject Debt”), to all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring the Company such Subject Debt, to make an offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”) to prepay or purchase the maximum principal amount of Notes Loans and any such Pari Passu Notes 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 (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 Loans and Pari Passu Notes such Subject Debt 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), interest 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)purchase, in accordance with the procedures established by the Administrative Agent for the Loans or set forth in this the Indenture or the agreements governing the Pari Passu Notessuch Subject Debt, as applicable; provided, in each case in minimum principal 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 $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 Notes25,000,000). To the extent that the aggregate principal amount of Notes Loans and Pari Passu Notes 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 Company Borrower may use any remaining Excess Proceeds for general corporate purposes, subject to the Articles Four other covenants contained in this Agreement. If the aggregate principal amount of Loans offered for prepayment or surrendered by Lenders and Five other Subject Debt surrendered by holders or lenders, collectively, exceeds the amount of this IndentureExcess 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 such the Asset Disposition Offer, the amount of Excess Proceeds shall 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 (dthe “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 will 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 Company Borrower will purchase prepay the principal amount of Notes Loans and Pari Passu Notes purchase or prepay the principal amount of Subject Debt required to be purchased or prepaid pursuant to this Section 4.11 the Asset Disposition Offer (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawntendered, all Notes Loans and Pari Passu Notes Subject Debt validly tendered and not properly withdrawn 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 (e) If and the Asset Disposition Purchase Date is on or after an interest record date Borrower agrees that during the period of any such deferral, the aggregate amount of cash and on or before Cash Equivalents held by the related Interest Payment Date, any accrued Borrower and unpaid interest, if any, will its Subsidiaries shall not exceed $25,000,000). Each prepayment of Borrowings pursuant to this Section 9.06 shall be paid applied ratably to the Person Loans included in whose name a Note is registered at the close of business on such record date, and no further prepaid Borrowings. Prepayments shall be accompanied by accrued interest will be payable to Holders who tender Notes pursuant to the Asset Disposition Offer. (f) extent required by Section 3.02. On or before the Asset Disposition Purchase Date, the Company willBorrower must, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes Loans and Pari Passu Notes Subject Debt or portions of Notes Loans and Pari Passu Notes 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 Loans and Pari Passu Notes Subject Debt so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company Borrower shall make each prepayment under this Section 9.06 in accordance with the terms of this Section 4.11 and, 4.01 and shall 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 each 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 addition 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 thereofany Subject Debt that is being prepaid. The Company Borrower 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 clause (2) of this Section 4.11(a) above9.06, the following will be deemed to be cash: (1i) the assumption by the transferee of Indebtedness (other than Subordinated Obligations or Disqualified Stock) of the Company Borrower or Indebtedness of a Restricted 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 (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))Disposition; and (2ii) securities, notes or other obligations received by the Company Borrower or any Restricted Subsidiary from the transferee that are converted by the Company Borrower or such Restricted Subsidiary into cash within 180 60 days after receipt thereofconsummation of the Asset Disposition. Notwithstanding the foregoingThe Borrower will not, the 75% limitation referred to and will not permit any Restricted Subsidiary to, engage in clause (2) of Section 4.11(a) above shall be deemed satisfied with respect to any Asset Disposition in which the cash or Cash Equivalents portion of the consideration received therefromSwaps, 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.unless: (i) The requirement at the time of clause entering into the Asset Swap and immediately after giving effect to the Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; (2ii) of Section 4.11(b) above shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make in the acquisitions or expenditures referred to therein is entered into event the Asset Swap involves the transfer by the Company Borrower or its any Restricted Subsidiary within of assets having an aggregate fair market value, as determined by the specified time period and such Net Available Cash Board of Directors of the Borrower in good faith, in excess of $10,000,000, the terms of the Asset Swap have been approved by a majority of the members of the Board 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, 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 independent investment banking firm of nationally recognized standing that the Asset Swap is subsequently applied in accordance with such agreement within six months following such agreementfair to the Borrower or the Restricted Subsidiary, as the case may be, from a financial point of view.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company Issuer or such Restricted 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 shares or other and assets subject to such Asset Disposition; and; (2) at least 75% of the aggregate consideration received by the Company Issuer or such Restricted Subsidiary, as the case may be, from such 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 Additional Assets, or any combination thereof.; and (b3) The except as provided in the next paragraph an amount equal to 100% of the Net Available Cash from such Asset Disposition may be is applied, within 365 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Company Issuer or such Restricted Subsidiary, as the case may be: (1a) to the extent the Issuer 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 Pari Passu Indebtedness of the Company (including Issuer under the Notes) Senior Secured Credit Agreement, any other Indebtedness of the Issuer or a Subsidiary Guarantor that is secured by a Lien permitted to be Incurred under this Indenture or any Indebtedness (other than Disqualified Stock) of a Restricted any Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (in each case, excluding Indebtedness owed to the Company or an Affiliate of the Company)Guarantor; provided, however, that, in connection with any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this Section 4.11(b)(1clause (a), the Company Issuer 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, redeemed repaid or purchased; or (2b) to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets; provided, provided that pending the final application of any such Net Available Cash in accordance with clause (1) or clause (2) of this Section 4.11(b)4.16, the Company Issuer 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) the preceding paragraph will be deemed to constitute “Excess Proceeds.” Not later than the 366th day following the date that is one year 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 20.0 million, the Company Issuer will be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes and, 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 Issuer 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 Issuer was issued with significant original issue discount, 100% of the accreted value thereof) of the Notes and Pari Passu Notes plus accrued and unpaid interestinterest and Liquidated Damages, if any 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 holders of record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest 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 denominations of at least $2,000 and or an integral multiples multiple of $1,000 in excess of $2,000thereafter. If the aggregate principal amount of Notes surrendered by Holders holders thereof and other Pari Passu Notes surrendered by Holders 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 Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to the Articles Four and Five of other covenants contained in 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 “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 Issuer will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 4.11 4.16 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawntendered, 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 Dateinterest payment date, any accrued and unpaid interestinterest 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 no further interest or Liquidated Damages will be payable to Holders holders who tender Notes pursuant to the Asset Disposition Offer. (f) . On or before the Asset Disposition Purchase Date, the Company 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 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 each case in minimum principal amount denominations of at least $2,000 and or an integral multiples multiple of $1,000 in excess of $2,000thereafter. The Company Issuer will deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company Issuer in accordance with the terms of this Section 4.11 4.16 and, in addition, the Company Issuer will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company 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 each 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 Issuer for purchase, and the Company Issuer will promptly issue a new Note, and the Trustee, upon delivery of an Officers’ Certificate from the CompanyIssuer, 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, 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 $2,000thereafter. In addition, the Company 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 delivered by the Company Issuer to the Holder thereof. The Company Issuer will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. (g) . The Company Issuer 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 Offerthis Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.114.16, the Company Issuer 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 clause (2) of the first paragraph of this Section 4.11(a) above4.16, 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 Company 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 Company 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 Company 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 4.11(b)(1)4.16); and (2) securities, notes or other obligations received by the Company Issuer or any Restricted Subsidiary from the transferee that are converted by the Company Issuer or such Restricted Subsidiary into cash within 180 90 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of the first paragraph of this Section 4.11(a) above 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. (i) . The requirement of clause (23)(b) of the first paragraph of this Section 4.11(b) 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 Company 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 U.S. Parent Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, make any Asset Disposition unless: (1i) the Company U.S. Parent Borrower or such Restricted Subsidiary, as the case may be, 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 (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Disposition) fair market value of the shares or other 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 7575.0% of the aggregate consideration received by the Company or such Restricted Subsidiary(excluding, as in the case may beof each Asset Disposition (or series of related Asset Dispositions), from 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 and Disposition, together with all other Asset Dispositions since the Issue Date, Closing Date (on a cumulative basis, ) received by the U.S. Parent Borrower or such Restricted Subsidiary is in the form of cash cash; provided that with respect to any such Asset Disposition of Accounts and/or Inventory with a fair market value of $10.0 million or Cash Equivalents more, an updated Borrowing Base Certificate shall be delivered to the Administrative Agent within five (5) Business Days (or Additional Assets, or any combination thereofsuch longer period as the Administrative Agent shall agree) of such Asset Disposition. (b) The Net Available Cash from such Asset Disposition may For the purposes of Section 9.4(a)(ii), the following are deemed to be applied, within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Company or such Restricted Subsidiary, as the case may be: cash: (1) to prepayTemporary Cash Investments and Cash Equivalents, repay, redeem or purchase Pari Passu (2) the assumption of Indebtedness of the Company (including the Notes) or a Subsidiary Guarantor or any Indebtedness U.S. Parent Borrower (other than Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor (in each case, excluding Indebtedness owed to the Company or an Affiliate Stock of the Company); provided, however, that, in connection with any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this Section 4.11(b)(1), 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, redeemed or purchased; or (2) to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets; provided, that pending the final application of any such Net Available Cash in accordance with clause (1U.S. Parent Borrower) or clause (2) of this Section 4.11(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 “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 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 record date, and no further interest will be 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 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 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 each 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 clause (2) of Section 4.11(a) above, 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 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 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, (in which case 3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the Company will, without further action, be deemed to have applied 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 deemed cash to Indebtedness in accordance connection with Section 4.11(b)(1)); and such Asset Disposition, (24) securities, notes or other obligations securities received by the Company U.S. Parent Borrower or any Restricted Subsidiary from the transferee that are converted by the Company U.S. Parent Borrower or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding days, (5) consideration consisting of Indebtedness of the foregoingU.S. Parent Borrower or any Restricted Subsidiary, (6) Additional Assets, and (7) any Designated Noncash Consideration received by the 75% limitation referred U.S. Parent Borrower or any of its Restricted Subsidiaries in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to in this clause (2) 7), not to exceed an aggregate amount at any time outstanding equal to the greater of Section 4.11(a) above shall be deemed satisfied with respect to any Asset Disposition in which the cash or Cash Equivalents portion $150.0 million and 2.50% of the consideration received therefrom, determined in accordance Consolidated Total Assets (with the foregoing provision on an after-tax basis, is equal Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitationsubsequent changes in value). (i) The requirement of clause (2) of Section 4.11(b) 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 Company 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 will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition of Collateral unless: (1) the Company or such Restricted 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 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 shares or other assets Collateral subject to such Asset Disposition; and; (2) at least 7580% of the aggregate 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 Directors (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 from such Asset Disposition and all other Asset Dispositions since received by the Issue DateCompany or such Restricted Subsidiary, on a cumulative basisas the case may be, is in the form of cash or Cash Equivalents or Additional Assets, or any combination thereof.Equivalents; and (b3) The 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 appliedbe: (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, purchase, repurchase, redeem, retire, defease or otherwise acquire Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Subordinated Obligations) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Company or such Restricted Subsidiary, as the case may be: (1) to prepay, repay, redeem or purchase Pari Passu Indebtedness of the Company (including the Notes) 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 the Company or an Affiliate of the Company); provided, however, that, in connection with any prepayment, repayment, redemption purchase, repurchase, redemption, retirement, defeasance or purchase other acquisition of Indebtedness pursuant to this Section 4.11(b)(1clause (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, redeemed purchased, repurchased, redeemed, retired, defeased or purchasedotherwise acquired; orand (2B) second, to make capital expenditures the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the Oil and Gas Business extent the Company or such Restricted Subsidiary elects, to invest in Additional AssetsAssets within 360 days of the date of such Asset Disposition; providedprovided 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 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 (1A) or clause (2B) of this Section 4.11(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. (c) . Any Net Available Cash from Asset Dispositions (other than Asset Dispositions of Collateral) that is are not applied or invested as provided in this Section 4.11(b3.5(b) will be deemed to constitute “Excess Proceeds.” Not later than On the 366th 361st day from the later of the date of such after an Asset Disposition (or such later date if the receipt of such Net Available Cash360-day period is extended as described in Section 3.5(b)(3)(B)), if the aggregate amount of Excess Proceeds exceeds $25.0 8.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes 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 (“Pari Passu Notes”) Disposition, to purchase the maximum principal amount of Notes Securities and any such Pari Passu Notes 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 (or, in of the event such Securities and 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), interest 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)purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu NotesIndebtedness, as applicable, and in compliance with the Intercreditor Agreement, in each case in minimum principal amount denominations of $2,000 and or 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 Notesthereof. To the extent that the aggregate principal amount of Notes Securities and Pari Passu Notes Indebtedness, if applicable, 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 other covenants contained in this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess 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), and the agent for the Pari Passu Indebtedness shall select the Pari Passu Indebtedness to be purchased on a pro rata basis on 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. (dc) 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 will purchase the principal amount of Notes Securities (and other Indebtedness required to be purchased pursuant to the last paragraph of Section 3.5(a)) and Pari Passu Notes Indebtedness required to be purchased pursuant to this Section 4.11 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawntendered, all Notes Securities (and other Indebtedness required to be purchased pursuant to the last paragraph of Section 3.5(a)) and Pari Passu Notes Indebtedness, if applicable, validly tendered and not properly withdrawn in response to the Collateral Disposition Offer or Asset Disposition Offer., as applicable. Upon the commencement of a Collateral Disposition Offer or Asset Disposition Offer, as applicable, the Company will send, by first class mail, a notice to the Trustee and each of the Holders of the Securities. The notice will contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Collateral Disposition Offer or Asset Disposition Offer, as applicable. The notice, which will govern the terms of the Collateral Disposition Offer or Asset Disposition Offer, as applicable, will state: (e1) If 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) the Asset Disposition Purchase Date is on or after an interest record date Offer Amount, the purchase price 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 no further interest will be payable to Holders who tender Notes pursuant to the Asset Disposition Offer. (f) On or before the Asset Disposition Purchase Date; (3) that any Security not tendered or accepted for payment will continue to accrue interest; (4) that, unless the Company willdefaults in making such payment, any Security accepted for payment pursuant to the extent lawful, accept for payment, on a pro rata basis Collateral Disposition Offer or Asset Disposition Offer will cease to the extent necessary, accrue interest after 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 Purchase Date; (5) that Holders electing to have a Security purchased pursuant to the a Collateral Disposition Offer or Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawnas applicable, all Notes and Pari Passu Notes so validly tendered and not properly withdrawn, may elect to have Securities purchased in each case in minimum principal amount denominations of $2,000 and 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 the form entitled “Option of $2,000. The Company will deliver Holder to Elect Purchase” attached to the Trustee an Officers’ Certificate stating that Security completed, or transfer its interest in such Notes or portions thereof were accepted for payment Security by book-entry transfer, to the Company or a Paying Agent at the address specified in accordance with the terms of this Section 4.11 and, in addition, notice at least three Business Days before the Company Asset Disposition Purchase Date; (7) that Holders will deliver all certificates and notes required, be entitled to withdraw their election if any, by the agreements governing the Pari Passu Notes. The Company or the paying agentPaying Agent, as the case may be, will promptly (but in any case receives, not later than five Business Days after the termination expiration of the Asset Disposition Offer Period) mail , a telegram, telex, facsimile transmission or deliver letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Holder is withdrawing his election to each tendering Holder have such Security purchased; (8) that, if the aggregate principal amount of Notes or holder or lender of Securities and, if applicable, other 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 Indebtedness surrendered by the Company for purchaseHolders thereof exceeds the Asset Disposition Offer Amount, and the Company will promptly issue select the Securities and, if applicable, other Pari Passu Indebtedness to be purchased on a new Note, and pro rata basis based on 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 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 2,000, or an integral multiple multiples of $1,000 in excess of $2,000. In additionthereof, 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 clause (2) of Section 4.11(a) above, 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 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 (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)purchased); and (29) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of Section 4.11(a) above 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. (i) The requirement of clause (2) of Section 4.11(b) 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 Company 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.Holders whose Securities were purchased

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will shall not, and will not nor shall it permit any of its Restricted Subsidiaries toSubsidiary, make directly or indirectly, to consummate any Asset Disposition unless: (1) the Company or such Restricted 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) of the shares or other Equity Interests and assets subject to such Asset Disposition; and (2) at least 75% of the aggregate consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, from such Asset Disposition and all other Asset Dispositions since the Issue Date, on a cumulative basis, is in the form of cash or Cash Equivalents Equivalents; provided, however, that if the Leverage Ratio as of the last 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”) such Asset Disposition, would be) 4.50 to 1.00 or Additional Assetsless, or 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 combination thereofsuch Asset Disposition. (b) The Net Available Cash from such Asset Disposition may be applied, within Within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Company or any Restricted Subsidiary may apply, at its option, an amount equal to 100% of the Net Available Cash from such Restricted Subsidiary, as the case may beAsset Disposition: (1) to repay Obligations under the Credit Agreement and to correspondingly reduce commitments with respect thereto; (2) to prepay, repay, redeem redeem, reduce or purchase Pari Passu (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 (including the Notes) or a Subsidiary Guarantor or any Indebtedness Restricted Subsidiary (other than any Disqualified StockStock or Subordinated Obligations) of a Restricted Subsidiary that is not a Subsidiary Guarantor (in each case, excluding other than Indebtedness owed to the Company or an Affiliate of the Company); provideda Restricted Subsidiary; (3) to prepay, howeverrepay, thatredeem, reduce or purchase (and, in connection the case of a revolving credit facility, correspondingly reduce commitments with any prepayment, repayment, redemption or purchase respect thereto) Obligations under other Indebtedness of Indebtedness pursuant to this Section 4.11(b)(1), the Company or such any Restricted Subsidiary will retire such (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 will cause ratably redeem or repurchase the related commitment Notes (if anyi) pursuant to paragraph 5 of the Notes, (ii) through open market purchases or (iii) by making an Asset Disposition Offer (as defined below) to be permanently reduced in an amount equal all Holders to purchase their Notes at 100% of the principal amount so 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, repaidrepay, redeemed reduce or purchasedpurchase (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) to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets(5) above; provided, 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 (2c) of this Section 4.11(b)below, the Company and its the Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest 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 any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset 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) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash 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 Section 4.11(bthe first paragraph of clause (b) above will be deemed to constitute “Excess Proceeds.” Not later than On the 366th day from after an Asset Disposition, or earlier at the later of the date of such Asset Disposition or the receipt of such Net Available CashCompany’s option, if the aggregate amount of Excess Proceeds exceeds $25.0 50 million, the Company or a Restricted Subsidiary will be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes and, at the Company’s election, to the extent required by the terms holders of other any 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 aggregate principal amount of Notes and any such Pari Passu Notes to which the Asset Disposition Offer applies Indebtedness 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 (orthereof, 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 but not including the date of purchase (subject to the right of Holders of record on the relevant a record date to receive interest due on the relevant Interest Payment Dateinterest payment date), in accordance with the procedures set forth in this Indenture or the agreements governing the relevant Pari Passu NotesIndebtedness, as applicable, in each case in minimum principal amount 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 $2,000the 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 principal amount of Notes surrendered by Holders thereof and other Pari Passu Notes Indebtedness surrendered by Holders holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased repurchased shall be selected on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and tendered 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 IndentureIndebtedness. 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. (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 will or the applicable Restricted Subsidiary shall apply all Excess Proceeds to the purchase of the aggregate principal amount of Notes and and, if applicable, Pari Passu Notes Indebtedness required to be purchased pursuant to this Section 4.11 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 properly validly withdrawn, all Notes and Pari Passu Notes Indebtedness validly tendered and not properly 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) 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 record date, and no further interest will be 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 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 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 each 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 Restricted Subsidiary shall comply, to the extent applicable, with the requirements of Rule 14e-1 Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offerthis Section 4.5. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.114.5, the Company and such Restricted Subsidiary will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture Section 4.5 by virtue of its compliance with such securities laws or regulations. (h) For the purposes of clause (2) of Section 4.11(a) above, 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 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 (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, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of Section 4.11(a) above 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. (i) The requirement of clause (2) of Section 4.11(b) 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 Company 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 will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least (both cash and non cash) equal to not less than the Fair Market Value (such Fair Market ▇▇▇▇ ▇▇▇▇▇▇ Value to be determined on the date of contractually agreeing to such Asset Disposition) of the shares or other and assets subject to such Asset Disposition; and; (2) at least 75% of the aggregate consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, from such 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 Additional Replacement Assets. For purposes of this clause (2), each of the following shall be deemed to be cash: (a) any liabilities (as shown on the face of the Company’s or such Restricted Subsidiary’s then most recent balance sheet), of the Company or any combination thereof.Restricted Subsidiary (other than contingent liabilities and Subordinated Obligations) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability; (b) The any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion) within 180 days of the closing of such Asset Disposition; and (c) any Designated Noncash Consideration received by the Company or any Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value (as determined in good faith by the Board of Directors of the Company), taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed $100.0 million (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition may be appliedDisposition: (a) first, within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, is applied by the Company or such Restricted Subsidiary, as the case may be:, (1i) to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Bank Indebtedness), to prepay, repay, redeem repay or purchase Pari Passu such Bank Indebtedness of the Company (including the Notes) or a Subsidiary Guarantor or any Indebtedness (other than Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor within 365 days from the date of such Asset Disposition (in each casesuch period, excluding Indebtedness owed the “Application Period”), unless to the Company or an Affiliate of the Companyextent such Net Available Cash is otherwise used in accordance with clause (ii); provided, however, that, in connection with any prepayment, repayment, redemption repayment or purchase of any such Indebtedness pursuant to this Section 4.11(b)(1clause (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, redeemed repaid or purchased; , or (2ii) to make capital expenditures in the Oil and Gas Business extent the Company or such Restricted Subsidiary elects, to invest in Additional AssetsReplacement Assets within the applicable Application Period; and (b) second, to the extent of the balance of the Net Available Cash after application in accordance with (a) above (such balance, “Excess Proceeds”), is applied by the Company or such Restricted Subsidiary, as the case may be, toward an offer to purchase Notes as set forth in the next succeeding paragraph; provided, however, that pending the final application of any such Net Available Cash in accordance with clause (1a) or clause (2b) of this Section 4.11(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. . On the 366th day after an Asset Disposition (c) Any or such earlier date, if any, as the Board of Directors of the Company or such Restricted Subsidiary determines that the Net Available Cash from Asset Dispositions that is will not be applied or invested as provided in Section 4.11(baccordance with clause (3)(a) will be deemed to constitute “Excess Proceeds.” Not later than the 366th day from the later of the date first paragraph of such Asset Disposition or the receipt of such Net Available Cashthis Section 4.15), if the aggregate amount of Excess Proceeds exceeds $25.0 50.0 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 Senior Indebtedness, to all holders of other Pari Passu Senior Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Pari Passu Senior 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), interest 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)purchase, in accordance with the procedures set forth in this Indenture herein 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 (provided that the unpurchased portion of Notes surrendered by Holders thereof and other any Note shall not be less than $2,000 in principal amount) or, in the case of Pari Passu Notes surrendered by Holders or lendersNotes, collectively, exceeds in such other integral multiples as may be specified in the amount of Excess Proceeds, agreements governing 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 other covenants contained in this Indenture. If the aggregate principal amount of Notes and Pari Passu Notes validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the holders, trustees or similar representatives, as the case may be, of Pari Passu Notes shall select the Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of such tendered Notes and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (d) The . Each Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 4.11 4.15 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawntendered, all Notes and Pari Passu Notes validly tendered and not properly withdrawn in response to the Asset Disposition Offer.. Upon the commencement of an Asset Disposition Offer, the Company shall send, by first class mail, a notice to the Trustee and to each Holder at its registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender 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, shall state: (e1) that the Asset Disposition Offer is being made pursuant to this Section 4.15; (2) the Asset Disposition Offer Amount and the Asset Disposition Purchase Date; (3) that any Notes not tendered or accepted for payment shall continue to accrete or accrue interest; (4) that, unless the Company defaults in making such payment, any Notes accepted for payment pursuant to the Asset Disposition Offer shall cease to accrete or accrue interest after the Asset Disposition Purchase Date; (5) that Holders electing to have a Note purchased pursuant to the Asset Disposition Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased; (6) that Holders electing to have a Note purchased pursuant to any Asset Disposition Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or the Paying Agent at the address specified in the notice at least three days before the Asset Disposition Purchase Date; (7) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the second business day prior to the Asset Disposition Purchase Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (8) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Disposition Offer 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 denominations of $1,000, or integral multiples thereof, shall be purchased); (9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (10) all other procedures, if any, determined by the Company, consistent with this Indenture, that a Holder must follow in order to have its Notes purchased in the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, interest will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no further additional interest will be 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 such 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 each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess principal amount (provided that the unpurchased portion of any Note shall not be less than $2,0002,000 in principal amount) or, in the case of Pari Passu Notes, in such other integral multiples as may be specified in the agreements governing such Pari Passu Notes. The Company will deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.11 4.15 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 agentPaying 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 each 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, 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 $2,000thereof. 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 or promptly following the Asset Disposition Purchase Date. . In the event of the transfer of substantially all (gbut not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Article 5, which transaction does not constitute a Change of Control, the successor company shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this Section 4.15 with respect to such deemed sale as if it were an Asset Disposition. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Available Cash for purposes of this Section 4.15. The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offerthis Section 4.15. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.114.15, 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 regulationsany conflict. (h) For the purposes of clause (2) of Section 4.11(a) above, 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 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 (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, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of Section 4.11(a) above 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. (i) The requirement of clause (2) of Section 4.11(b) 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 Company 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 will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least (both cash and non-cash) equal to not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Disposition) of the shares or other and assets subject to such Asset Disposition; and; (2) at least 75% of the aggregate consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, from such 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 Additional Replacement Assets. For purposes of this clause (2), each of the following shall be deemed to be cash: (a) any liabilities (as shown on the face of the Company’s or such Restricted Subsidiary’s then most recent balance sheet), of the Company or any combination thereof.Restricted Subsidiary (other than contingent liabilities and Subordinated Obligations) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability; (b) The any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion) within 180 days of the closing of such Asset Disposition; and (c) any Designated Noncash Consideration received by the Company or any Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value (as determined in good faith by the Board of Directors of the Company), taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed $100.0 million (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition may be appliedDisposition: (a) first, within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, is applied by the Company or such Restricted Subsidiary, as the case may be:, (1i) to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Bank Indebtedness), to prepay, repay, redeem repay or purchase Pari Passu such Bank Indebtedness of the Company (including the Notes) or a Subsidiary Guarantor or any Indebtedness (other than Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor within 365 days from the date of such Asset Disposition (in each casesuch period, excluding Indebtedness owed the “Application Period”), unless to the Company or an Affiliate of the Companyextent such Net Available Cash is otherwise used in accordance with clause (ii); provided, however, that, in connection with any prepayment, repayment, redemption repayment or purchase of any such Indebtedness pursuant to this Section 4.11(b)(1clause (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, redeemed repaid or purchased; , or (2ii) to make capital expenditures in the Oil and Gas Business extent the Company or such Restricted Subsidiary elects, to invest in Additional AssetsReplacement Assets within the applicable Application Period; and (b) second, to the extent of the balance of the Net Available Cash after application in accordance with (a) above (such balance, “Excess Proceeds”), is applied by the Company or such Restricted Subsidiary, as the case may be, toward an offer to purchase Notes as set forth in the next succeeding paragraph; provided, however, that pending the final application of any such Net Available Cash in accordance with clause (1a) or clause (2b) of this Section 4.11(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. . On the 366th day after an Asset Disposition (c) Any or such earlier date, if any, as the Board of Directors of the Company or such Restricted Subsidiary determines that the Net Available Cash from Asset Dispositions that is will not be applied or invested as provided in Section 4.11(baccordance with clause (3)(a) will be deemed to constitute “Excess Proceeds.” Not later than the 366th day from the later of the date first paragraph of such Asset Disposition or the receipt of such Net Available Cashthis Section 4.15), if the aggregate amount of Excess Proceeds exceeds $25.0 50.0 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 Senior Indebtedness, to all holders of other Pari Passu Senior Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Pari Passu Senior 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), interest 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)purchase, in accordance with the procedures set forth in this Indenture herein 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 (provided that the unpurchased portion of Notes surrendered by Holders thereof and other any Note shall not be less than $2,000 in principal amount) or, in the case of Pari Passu Notes surrendered by Holders or lendersNotes, collectively, exceeds in such other integral multiples as may be specified in the amount of Excess Proceeds, agreements governing 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 other covenants contained in this Indenture. If the aggregate principal amount of Notes and Pari Passu Notes validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the holders, trustees or similar representatives, as the case may be, of Pari Passu Notes shall select the Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of such tendered Notes and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (d) The . Each Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 4.11 4.15 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawntendered, all Notes and Pari Passu Notes validly tendered and not properly withdrawn in response to the Asset Disposition Offer.. Upon the commencement of an Asset Disposition Offer, the Company shall send, by first class mail, a notice to the Trustee and to each Holder at its registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender 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, shall state: (e1) that the Asset Disposition Offer is being made pursuant to this Section 4.15; (2) the Asset Disposition Offer Amount and the Asset Disposition Purchase Date; (3) that any Notes not tendered or accepted for payment shall continue to accrete or accrue interest; (4) that, unless the Company defaults in making such payment, any Notes accepted for payment pursuant to the Asset Disposition Offer shall cease to accrete or accrue interest after the Asset Disposition Purchase Date; (5) that Holders electing to have a Note purchased pursuant to the Asset Disposition Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased; (6) that Holders electing to have a Note purchased pursuant to any Asset Disposition Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or the Paying Agent at the address specified in the notice at least three days before the Asset Disposition Purchase Date; (7) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the second business day prior to the Asset Disposition Purchase Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (8) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Disposition Offer 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 denominations of $1,000, or integral multiples thereof, shall be purchased); (9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (10) all other procedures, if any, determined by the Company, consistent with this Indenture, that a Holder must follow in order to have its Notes purchased in the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, interest will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no further additional interest will be 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 such 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 each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess principal amount (provided that the unpurchased portion of any Note shall not be less than $2,0002,000 in principal amount) or, in the case of Pari Passu Notes, in such other integral multiples as may be specified in the agreements governing such Pari Passu Notes. The Company will deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.11 4.15 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 agentPaying 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 each 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, 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 $2,000thereof. 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 or promptly following the Asset Disposition Purchase Date. . In the event of the transfer of substantially all (gbut not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Article 5, which transaction does not constitute a Change of Control, the successor company shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this Section 4.15 with respect to such deemed sale as if it were an Asset Disposition. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Available Cash for purposes of this Section 4.15. The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offerthis Section 4.15. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.114.15, 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 regulationsany conflict. (h) For the purposes of clause (2) of Section 4.11(a) above, 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 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 (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, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of Section 4.11(a) above 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. (i) The requirement of clause (2) of Section 4.11(b) 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 Company 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 will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, consummate any Asset Disposition unless: (1i) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (such Fair Market Value including as to be determined on the date value of contractually agreeing to such Asset Dispositionall non-cash consideration) of the shares or other and assets subject to such Asset Disposition; and (2ii) at least 75% of the aggregate consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or Temporary Cash Investments. Within 450 days after the receipt of any Net Available Cash from such Asset Disposition (or, in the case of a Designated Foreign Asset Disposition, within the time period specified in the definition thereof), the Company or the applicable Restricted Subsidiary, as the case may be, from such Asset Disposition and all other Asset Dispositions since shall apply the Issue Date, on a cumulative basis, is in the form of cash or Cash Equivalents or Additional Assets, or any combination thereof. (b) The Net Available Cash from such Asset Disposition may be applied, within 365 days from Disposition: (A) to reduce the later outstanding principal amount of Credit Facility Indebtedness; (B) to reduce the outstanding principal amount of any other Senior Indebtedness of the date of such Asset Disposition Company or a Subsidiary Guarantor; provided, however, that to the receipt of such Net Available Cash, by extent the Company or such Restricted SubsidiarySubsidiary Guarantor repays any such other Senior Indebtedness, as the case may be: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; (1C) to prepay, repay, redeem or purchase Pari Passu reduce the outstanding principal amount of Indebtedness of the Company (including the Notes) or a Subsidiary Guarantor or any Indebtedness (other than Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor Guarantor; (D) to acquire Additional Assets; or (E) to make capital expenditures that are used or useful in each casea Related Business, excluding in the case of clauses (A), (B), and (C) other than Indebtedness owed to the Company or an Affiliate of the Company); providedprovided 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, however, that, that (x) such acquisition or capital expenditure is consummated within 545 days after the later of the receipt of such Net Available Cash or the date of such Asset Disposition and (y) if such acquisition or capital expenditure is not consummated within the period set forth in connection with any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this Section 4.11(b)(1subclause (x), the Net Available Cash not so applied will be deemed to constitute Excess Proceeds under Section 4.06(b). Notwithstanding the foregoing provisions of this Section 4.06, the Company or such and the Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) Subsidiaries shall not be required to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; or (2) to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets; provided, that pending the final application of apply any such Net Available Cash in accordance with clause (1) or clause (2) of this Section 4.11(b), 4.06 except to the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in any manner not prohibited by accordance with this IndentureSection 4.06 exceeds $75,000,000. (cb) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.11(b4.06(a) will be deemed to shall 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 When the aggregate amount of Excess Proceeds exceeds $25.0 million100,000,000, the Company will be required to shall make an offer (an “Asset Disposition Offer”) to all Holders of Notes the Securities and, to at the extent required by the terms of other Pari Passu IndebtednessCompany’s election, to all holders of other Pari Passu Senior 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 or redeem the maximum principal amount of Notes Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies other Senior Indebtedness that may be purchased out of the amount of such Excess Proceeds, at an . The offer price in cash in an amount any Asset Disposition Offer shall be 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 Securities and/or any such Senior Indebtedness 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), interest 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)purchase, and shall be payable in cash in accordance with the procedures (including prorating in the event of oversubscription) 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 $2,000other Senior Indebtedness. If the aggregate principal amount purchase price of Notes surrendered by Holders thereof and other Pari Passu Notes surrendered by Holders or lenders, collectively, Indebtedness tendered exceeds the amount of Excess Proceeds, the Trustee shall select the Notes Indebtedness to be purchased on a pro rata basis on but in round denominations, which, in the basis case of the aggregate Securities, shall be denominations of $2,000 principal amount or integral multiples 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$1,000 in excess thereof. Upon completion of such each Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zerozero and, so long as all Securities validly tendered and not withdrawn pursuant to such offer are purchased by the Company in compliance with this Section 4.06, any excess of the offer amount over the amount applied to purchase Securities (and such other Senior Indebtedness) pursuant to such offer may be applied by the Company for any purpose not prohibited by this Indenture. (dc) The (i) Promptly, and in any event within 10 days after the Company becomes obligated to make an Asset Disposition Offer will remain open for a period of 20 Business Days following its commencementOffer, except the Company shall be obligated to deliver to the extent Trustee and send, by first-class mail to each Holder, a written notice stating that a longer period is required the Holder may elect to have his Securities purchased by applicable law the Company either in whole or in part (subject to prorating as described in 4.06(b) in the “Asset Disposition Offer Period”). No later than five Business Days after the termination of event the Asset Disposition Offer Period is oversubscribed) in integral multiples of $2,000 of principal amount or any whole integral multiple of $1,000 in excess thereof, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Asset Disposition Purchase Date”) and shall contain such information concerning the business of the Company which the Company in good faith believes shall enable such Holders to make an informed decision (which at a minimum shall include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 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 Company’s business subsequent to the Asset Disposition Offer. (e) If date of the Asset Disposition Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Note is registered at the close latest of business on such record datereports, and no further interest will be payable (C) if material, appropriate pro forma financial information) and all instructions and materials necessary 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 Securities 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 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 portions thereof were accepted for payment by the Company in accordance together 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 each 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 clause (2) of Section 4.11(a) above, 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 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 (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, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation address referred to in clause (2iii) of Section 4.11(a) above 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% limitationbelow. (i) The requirement of clause (2) of Section 4.11(b) 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 Company 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 will not, and will not permit any of its Restricted Subsidiaries to, make directly or indirectly, consummate any Asset Disposition unless: (1) the Company or such a Restricted Subsidiary, as the case may be, Subsidiary 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 measured as of the date of contractually agreeing the definitive agreement with respect to such Asset Disposition) ), of the shares assets and Equity Interests issued or other assets subject sold pursuant to such Asset Disposition; and; (2) at least 75% of the aggregate consideration received by the Company or its Restricted Subsidiaries is in the form of cash or Temporary Cash Investments, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); provided that each of the following will be deemed to be cash: (a) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Subsidiary Guarantee) that are assumed by the transferee by written agreement that releases the Company or such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability; (b) with respect to any Asset Disposition of Oil and Gas Properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; (c) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are, within 180 days of the Asset Disposition, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and (d) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (d), not to exceed an amount equal to 7.5% of the Company’s ACNTA (determined at the time of receipt of such Designated Non-Cash Consideration), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or a Restricted Subsidiary, as the case may be, from such 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 Additional Assets, or any combination thereof. (b) The Net Available Cash from such Asset Disposition may be applied, within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Company or such Restricted Subsidiary, as the case may beto: (1a) to prepay, repay, redeem or purchase any Senior Debt; (b) acquire Additional Assets; or (c) make capital expenditures in a Permitted Business. The requirement of clauses (3)(b) and (3)(c) of the preceding paragraph of this Section 3.5 shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Company (or any Restricted Subsidiary of the Company) with a Person other than a Restricted Subsidiary of the Company within the time period specified in the preceding paragraph and such Net Available Cash is subsequently applied in accordance with such contract within six months following the date such agreement is entered into. Pending application of Net Available Cash pursuant to this Section 3.5, the Company or any Restricted Subsidiary of the Company may apply the Net Available Cash to temporarily reducing Indebtedness under any Credit Facility or otherwise invest the Net Available Cash in any manner that is not prohibited by this Indenture. The amount of Net Available Cash not applied or invested as provided above will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $50.0 million, the Company shall make an offer to purchase Securities and other Pari Passu Indebtedness of the Company (including the Notes) 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 the Company or an Affiliate of the Company); provided, however, that, in connection with any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this Section 4.11(b)(1), 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, redeemed or purchased; or (2) to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets; provided, that pending the final application of any such Net Available Cash in accordance with clause (1) or clause (2) of this Section 4.11(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”) within 30 days, and shall purchase Securities tendered pursuant to all Holders of Notes and, to the extent required an Offer by the terms of Company for the Securities (and such 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, Company) at a purchase price of 100% of the accreted value thereof) of the Notes and Pari Passu Notes their principal amount without premium, plus accrued and but unpaid interestinterest to, if any but not including, the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date (or or, in respect of such other Pari Passu IndebtednessIndebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Indebtedness), to Pari Passu Indebtedness of 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), Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth below 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 IndentureSection 3.5. Upon completion of such an Asset Disposition Offer, the amount of Excess Proceeds shall will be deemed to be reset at to 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 “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes Securities and Pari Passu Notes Securities required to be purchased pursuant to this Section 4.11 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawn, all Notes Securities and Pari Passu Notes Securities 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 Dateinterest payment date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Note Security is registered at the close of business on such record date, and no further interest will be payable to Holders who tender Notes Securities 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, to the extent necessary on a pro rata basis to (except that any Securities represented by a Security in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the extent necessaryTrustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), the Asset Disposition Offer Amount of Notes Securities and Pari Passu Notes Securities or portions of Notes Securities and Pari Passu Notes Securities so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes Securities and Pari Passu Notes Securities so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000; provided that if, following the repurchase of a portion of a Security, the remaining principal amount of such Security outstanding immediately after such repurchase would be less than $2,000, then the portion of such Security so repurchased shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Notes Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.11 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu NotesSecurities. The Company or the paying agent, as the case may be, will promptly (but in any case not later than five Business Days after the termination of the Asset Disposition Offer Period) mail (or otherwise deliver in accordance with the applicable procedures of DTC) to each tendering Holder of Notes Securities or holder or lender of Pari Passu NotesSecurities, as the case may be, an amount equal to the purchase price of the Notes Securities or Pari Passu Notes Securities so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new NoteSecurity, and the Trustee, upon delivery of an Officers’ Certificate authentication order from the Company, will authenticate and mail or deliver such new Note Security to such Holder, in a principal amount equal to any unpurchased portion of the Note Security surrendered; provided, provided that each such new Note Security will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu NotesSecurities. Any Note 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. (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 Securities pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.113.5, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. (h) For the purposes of clause (2) of Section 4.11(a) above, 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 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 (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, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of Section 4.11(a) above 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. (i) The requirement of clause (2) of Section 4.11(b) 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 Company 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 will not, and will not permit any of its Restricted Subsidiaries to, make directly or indirectly, consummate any Asset Disposition unless: (1) the Company or such a Restricted Subsidiary, as the case may be, Subsidiary 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 measured as of the date of contractually agreeing the definitive agreement with respect to such Asset Disposition) ), of the shares assets and Equity Interests issued or other assets subject sold pursuant to such Asset Disposition; and; (2) at least 75% of the aggregate consideration received by the Company or such its Restricted Subsidiary, as Subsidiaries in the case may be, from such Asset Disposition and all other Asset Dispositions since the Issue Date, on a cumulative basis, Date is in the form of cash or Temporary Cash Equivalents or Investments, Additional Assets, Assets or any combination thereof.thereof (collectively, the “Cash Consideration”); provided that each of the following will be deemed to be cash: (a) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Subsidiary Guarantee) that are assumed, forgiven or otherwise extinguished by the transferee by written agreement that releases the Company or such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability; (b) The with respect to any Asset Disposition of Oil and Gas Properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Company or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; (c) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are, within 180 days of the Asset Disposition, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and (d) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (d), not to exceed an amount equal to 7.5% of the Company’s ACNTA (determined at the time of receipt of such Designated Non-Cash Consideration), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition may be applied, within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, is applied by the Company (or such a Restricted Subsidiary, as the case may be) within 365 days to: (1a) to prepay, repay, redeem or purchase any Senior Debt; (b) acquire Additional Assets; or (c) make capital expenditures in a Permitted Business. The requirement of clauses (3)(b) and (3)(c) of the preceding paragraph of this Section 3.5 shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Company (or any Restricted Subsidiary of the Company) with a Person other than a Restricted Subsidiary of the Company within the time period specified in the preceding paragraph and such Net Available Cash is subsequently applied in accordance with such contract within six months following the date such agreement is entered into. Pending application of Net Available Cash pursuant to this Section 3.5, the Company or any Restricted Subsidiary of the Company may apply the Net Available Cash to temporarily reducing Indebtedness under any Credit Facility or otherwise invest the Net Available Cash in any manner that is not prohibited by this Indenture. The amount of Net Available Cash not applied or invested as provided above will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $50.0 million, the Company shall make an offer to purchase Securities and other Pari Passu Indebtedness of the Company (including the Notes) 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 the Company or an Affiliate of the Company); provided, however, that, in connection with any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this Section 4.11(b)(1), 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, redeemed or purchased; or (2) to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets; provided, that pending the final application of any such Net Available Cash in accordance with clause (1) or clause (2) of this Section 4.11(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”) within 30 days, and shall purchase Securities tendered pursuant to all Holders of Notes and, to the extent required an Offer by the terms of Company for the Securities (and such 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, Company) at a purchase price of 100% of the accreted value thereof) of the Notes and Pari Passu Notes their principal amount without premium, plus accrued and but unpaid interestinterest to, if any but not including, the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date (or or, in respect of such other Pari Passu IndebtednessIndebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Indebtedness), to Pari Passu Indebtedness of 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), Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth below 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 IndentureSection 3.5. Upon completion of such an Asset Disposition Offer, the amount of Excess Proceeds shall will be deemed to be reset at to 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 “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes Securities and Pari Passu Notes Indebtedness required to be purchased pursuant to this Section 4.11 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawn, all Notes Securities and Pari Passu Notes Indebtedness 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 Dateinterest payment date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Note Security is registered at the close of business on such record date, and no further interest will be payable to Holders who tender Notes Securities 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, to the extent necessary on a pro rata basis to (except that any Securities represented by a Security in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the extent necessaryTrustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), the Asset Disposition Offer Amount of Notes Securities and Pari Passu Notes Indebtedness or portions of Notes Securities and Pari Passu Notes Indebtedness 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 Securities and Pari Passu Notes Indebtedness so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000; provided that if, following the repurchase of a portion of a Security, the remaining principal amount of such Security outstanding immediately after such repurchase would be less than $2,000, then the portion of such Security so repurchased shall be reduced such that the remaining principal amount of such Security outstanding immediately after such repurchase is $2,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Notes Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.11 3.5 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu NotesIndebtedness. The Company or the paying agent, as the case may be, will promptly (but in any case not later than five Business Days after the termination of the Asset Disposition Offer Period) mail (or otherwise deliver in accordance with the applicable procedures of DTC) to each tendering Holder of Notes Securities or holder or lender of Pari Passu NotesIndebtedness, as the case may be, an amount equal to the purchase price of the Notes Securities or Pari Passu Notes Indebtedness 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 NoteSecurity, and the Trustee, upon delivery of an Officers’ Certificate authentication order from the Company, will authenticate and mail or deliver such new Note Security to such Holder, in a principal amount equal to any unpurchased portion of the Note Security surrendered; provided, provided that each such new Note Security will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu NotesIndebtedness. Any Note 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. (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 Securities pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.113.5, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. (h) For the purposes of clause (2) of Section 4.11(a) above, 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 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 (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, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of Section 4.11(a) above 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. (i) The requirement of clause (2) of Section 4.11(b) 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 Company 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 will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, consummate any Asset Disposition unless: (1i) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (such Fair Market Value including as to be determined on the date value of contractually agreeing to such Asset Dispositionall non-cash consideration) of the shares or other and assets subject to such Asset Disposition; and (2ii) at least 75% of the aggregate consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or Temporary Cash Investments. Within 365 days after the receipt of any Net Available Cash from such Asset Disposition (or, in the case of a Designated Foreign Asset Disposition, within the time period specified in the definition thereof), the Company or the applicable Restricted Subsidiary, as the case may be, from such Asset Disposition and all other Asset Dispositions since shall apply the Issue Date, on a cumulative basis, is in the form of cash or Cash Equivalents or Additional Assets, or any combination thereof. (b) The Net Available Cash from such Asset Disposition may be applied, within 365 days from Disposition: (A) to reduce the later outstanding principal amount of Credit Facility Indebtedness; (B) to reduce the outstanding principal amount of any other Senior Indebtedness of the date of such Asset Disposition Company or a Subsidiary Guarantor; provided, however, that to the receipt of such Net Available Cash, by extent the Company or such Restricted SubsidiarySubsidiary Guarantor repays any such other Senior Indebtedness, as the case may be: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; (1C) to prepay, repay, redeem or purchase Pari Passu reduce the outstanding principal amount of Indebtedness of the Company (including the Notes) or a Subsidiary Guarantor or any Indebtedness (other than Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor Guarantor; (D) to acquire Additional Assets; or (E) to make capital expenditures that are used or useful in each casea Related Business, excluding in the case of clauses (A), (B), and (C) other than Indebtedness owed to the Company or an Affiliate of the Company); provided, however, that, in connection with any prepayment, repayment, redemption or purchase . Notwithstanding the foregoing provisions of Indebtedness pursuant to this Section 4.11(b)(1)4.06, the Company or such and the Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) Subsidiaries shall not be required to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; or (2) to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets; provided, that pending the final application of apply any such Net Available Cash in accordance with clause (1) or clause (2) of this Section 4.11(b)4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.06 exceeds $10,000,000. Pending application of Net Available Cash pursuant to this Section 4.06, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash shall be invested in any manner not prohibited by this IndentureTemporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. (cb) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.11(b4.06(a) will be deemed to shall 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 When the aggregate amount of Excess Proceeds exceeds $25.0 million50,000,000, the Company will be required to shall make an offer (an “Asset Disposition Offer”) to all Holders of Notes the Securities and, to at the extent required by the terms of other Pari Passu IndebtednessCompany’s election, to all holders of other Pari Passu Senior 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 or redeem the maximum principal amount of Notes Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies other Senior Indebtedness that may be purchased out of the amount of such Excess Proceeds, at an . The offer price in cash in an amount any Asset Disposition Offer shall be 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 Securities and/or any such Senior Indebtedness plus accrued and unpaid interest, if any (or in respect of such Pari Passu Indebtedness, such lesser priceinterest and Additional Interest, 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)purchase, and shall be payable in cash in accordance with the procedures (including prorating in the event of oversubscription) 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 $2,000other Senior Indebtedness. If the aggregate principal amount purchase price of Notes surrendered by Holders thereof and other Pari Passu Notes surrendered by Holders or lenders, collectively, Indebtedness tendered exceeds the amount of Excess Proceeds, the Trustee shall select the Notes Indebtedness to be purchased on a pro rata basis on but in round denominations, which, in the basis case of the aggregate Securities, shall be denominations of $2,000 principal amount or integral multiples 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$1,000 in excess thereof. Upon completion of such each Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zerozero and, so long as all Securities validly tendered and not withdrawn pursuant to such offer are purchased by the Company in compliance with this Section 4.06, any excess of the offer amount over the amount applied to purchase Securities (and such other Senior Indebtedness) pursuant to such offer may be applied by the Company for any purpose not prohibited by this Indenture. (dc) The (i) Promptly, and in any event within 10 days after the Company becomes obligated to make an Asset Disposition Offer will remain open for a period of 20 Business Days following its commencementOffer, except the Company shall be obligated to deliver to the extent Trustee and send, by first-class mail to each Holder, a written notice stating that a longer period is required the Holder may elect to have his Securities purchased by applicable law the Company either in whole or in part (subject to prorating as described in 4.06(b) in the “Asset Disposition Offer Period”). No later than five Business Days after the termination of event the Asset Disposition Offer Period is oversubscribed) in integral multiples of $2,000 of principal amount or any whole integral multiple of $1,000 in excess thereof, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Asset Disposition Purchase Date”) and shall contain such information concerning the business of the Company which the Company in good faith believes shall enable such Holders to make an informed decision (which at a minimum shall include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 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 Company’s business subsequent to the Asset Disposition Offer. (e) If date of the Asset Disposition Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Note is registered at the close latest of business on such record datereports, and no further interest will be payable (C) if material, appropriate pro forma financial information) and all instructions and materials necessary 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 Securities 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 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 portions thereof were accepted for payment by the Company in accordance together 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 each 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 clause (2) of Section 4.11(a) above, 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 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 (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, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation address referred to in clause (2iii) of Section 4.11(a) above 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% limitationbelow. (i) The requirement of clause (2) of Section 4.11(b) 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 Company 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 will Issuer shall not, and will shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company Issuer or such Restricted 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 fair market value (such Fair Market Value fair market value to be determined on the date of contractually agreeing to such Asset Disposition) of the shares or other and assets subject to such Asset Disposition; andDisposition (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 75% of the aggregate 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 Company Issuer or such Restricted Subsidiary, as the case may be, from such 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 Additional Assets, Equivalents; (3) the Issuer or any combination thereof. (b) The of its Restricted Subsidiaries will apply 100% of the Net Available Cash from such any Asset Disposition may be applied, within 365 days from Disposition: (i) to the later of extent the date of such Asset Disposition Issuer or the receipt of such Net Available Cash, by the Company or such any Restricted Subsidiary, as the case may be: , elects (1or is required by the terms of any Indebtedness), (A) to prepay, repay, redeem repay or purchase any Indebtedness of a Non-Guarantor Subsidiary, any Pari Passu Indebtedness of the Company (including the Notes) or a Subsidiary Guarantor Debt Obligations or any Senior-Priority Obligations, including Indebtedness (other than Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor under the ABL Facility Agreement or any Refinancing Indebtedness in respect thereof (in each case, excluding other than Indebtedness owed to the Company Issuer or an Affiliate any Restricted Subsidiary) within 450 days from the later of (1) the Companydate of such Asset Disposition and (2) the receipt of such Net Available Cash (as applicable, the “Asset Disposition Proceeds Application Period”); provided, however, that, in connection with any prepayment, repayment, redemption repayment or purchase of Indebtedness pursuant to this Section 4.11(b)(1clause (i), the Company Issuer 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, redeemed repaid or purchased; or (B) to prepay, repay or purchase Senior Indebtedness; provided that, to the 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 (2iii) to make capital expenditures in any combination of the Oil 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 Indenture and Gas Business or to invest in Additional Assetsthe Collateral Documents; provided, that however, that, pending the final application of any such Net Available Cash in accordance with clause (1Section 3.5(a)(3)(i) or clause (2) of this Section 4.11(bii), the Company Issuer and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest use such Net Available Cash in any manner not prohibited by this Indenture. (cb) Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in Section 4.11(b3.5(a) will shall be deemed to constitute “Excess Proceeds.” Not later than under this Indenture. On the 366th 451st day from the later of the date of such after an Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds under this Indenture exceeds $25.0 million200,000,000, the Company will Issuer shall within twenty (20) Business Days be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes and, to the extent required by the terms Issuer elects, to the holders of other any outstanding Pari Passu Indebtedness, Debt Obligations (and only to all holders of other the extent the Excess Proceeds are greater than the outstanding 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”) Debt Obligations, other Senior Indebtedness), to purchase the maximum principal amount of Notes and any such Pari Passu Notes 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 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 any such Pari Passu Notes Debt Obligations (and, if applicable, Senior Indebtedness), in each case, 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, to but not including, 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)purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the any such Pari Passu NotesDebt Obligations (and, if applicable, Senior Indebtedness), as applicable, in each case and, with respect to the Notes, in minimum principal amount denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Issuer shall deliver notice of $2,000such 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 3.5. (c) 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 thereof and other Pari Passu Notes Debt Obligations surrendered by Holders holders or lenderslenders thereof, collectively, exceeds the amount of Excess ProceedsProceeds (or, in the case of an Advance Offer, the Trustee Advance Portion), the Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion) shall select 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 Notes. To the extent Debt Obligations; provided that the aggregate principal amount of no Notes and or Pari Passu Notes so validly tendered Debt Obligations shall be selected and not properly withdrawn pursuant to purchased in 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 Indentureunauthorized denomination. Upon completion of such any Asset Disposition Offer, the amount of Excess Proceeds shall will be reset at zerozero (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) The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to To the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination any portion of Net Available Cash payable in respect of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”)Notes is denominated in a currency other than U.S. dollars, the Company will purchase amount thereof payable in respect of the principal Notes shall not exceed the net amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 4.11 (funds in U.S. dollars that is actually received by 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 OfferIssuer upon converting such portion into U.S. dollars. (e) If 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 Purchase Date 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 Issuer has determined in good faith that repatriation of any of or all the Net Available Cash of any Foreign Disposition would have an interest record date and on or before adverse Tax cost consequence with respect to such Net Available Cash (which for the related Interest Payment Dateavoidance of doubt, includes, but is not limited to, any accrued and unpaid interestprepayment whereby doing so the Issuer, if anyany Restricted Subsidiary or any of their respective affiliates would incur a tax liability, will be paid to the Person in whose name including a Note is registered at the close of business on such record datetax dividend, and no further interest will be payable to Holders who tender Notes deemed dividend pursuant to Code Section 956 or a withholding tax), the Asset Disposition OfferNet Available Cash so affected may be 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 an Event of Default. (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 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 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 each 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 clause (2) of Section 4.11(a) above3.5(a)(2), the following will be deemed to be cash: (1i) the assumption by the transferee of Indebtedness (or other than Subordinated Obligations liabilities contingent or Disqualified Stock) otherwise of the Company Issuer or Indebtedness of a Restricted Subsidiary (other than Guarantor Subordinated Obligations Indebtedness of the Issuer or Disqualified Stock of any Restricted Subsidiary that is a Subsidiary 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 (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)); andDisposition; (2ii) securities, notes or other obligations received by the Company Issuer or any Restricted Subsidiary of the Issuer from the transferee that are converted by the Company Issuer or such Restricted Subsidiary into cash 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 receipt thereof. Notwithstanding the foregoingIssue 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). (g) Upon the commencement of an Asset Disposition Offer, the 75% limitation referred Issuer shall send, or cause to be sent, electronically or by first class mail, a notice to the Trustee and to each Holder at its registered address, in clause accordance with the applicable procedures of DTC. The notice shall contain all instructions and materials necessary to enable such Holder to tender 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, shall state: (1) that the 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 (unless prorated); (2) of Section 4.11(a) above the Asset Disposition payment amount, the Asset Disposition offered price, and the date on which Notes tendered and accepted for payment shall be deemed satisfied purchased, which date shall be at least 15 days and not later than 60 days from the date such notices is mailed (the “Asset Sale Payment Date”); (3) that any Notes not tendered or accepted for payment will remain outstanding and continue to accrue interest in accordance with respect the terms thereof; (4) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Asset Disposition Offer shall cease to accrue interest on and after the Asset Sale Payment Date; (5) that Holders electing to have any Notes purchased pursuant to any Asset Disposition in which Offer shall be required to surrender the cash or Cash Equivalents portion Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the consideration received therefromNote completed (subject to any contrary procedures of DTC with respect to Global Notes), determined to the Paying Agent at the address specified in accordance with the foregoing provision notice prior to the close of business on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such third Business Day preceding the Asset Disposition complied with the aforementioned 75% limitation.Sale Payment Date; (i6) The requirement that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided that the Paying Agent receives, not later than the close of clause (2) business on the second Business Day prior to the expiration date of Section 4.11(b) above shall be deemed to be satisfied if an agreement (including the Asset Sale Payment Date, a leasetelegram, whether facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein statement that such Holder is entered into by the Company 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.withdra

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will notIn addition to any mandatory repayments required pursuant to Section 3.01, in the event and will not permit to the extent that the Net Available Cash received by the Borrower or any of its Restricted Subsidiaries to, make from one or more Asset Dispositions occurring on or after the Issue Date in any Asset Disposition unless: (1) period of 12 consecutive months ended after the Company or such Restricted Subsidiary, Closing Date exceeds 10% of Adjusted Consolidated Assets as of the case may be, receives consideration at the time beginning of such Asset Disposition at least equal to 12-month period, then the Fair Market Value Borrower shall (such Fair Market Value to be determined on i) within 12 months after the date of contractually agreeing to such Asset Disposition) of the shares or other assets subject to such Asset Disposition; and (2) at least 75% of the aggregate consideration received by the Company or such Restricted Subsidiary, as the case may be, from such 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 Additional Assets, or any combination thereof. (b) The Net Available Cash from so received exceeds such Asset Disposition may be applied10% of Adjusted Consolidated Assets and to the extent the 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 permanently reduce the correlating commitments) Senior Indebtedness of the Borrower or (B) invest an amount, equal to or less than the difference between such excess Net Available Cash and the amount so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 365 days from the later of 12 months after the date of such Asset Disposition or the receipt of such Net Available Cash, by the Company or such Restricted Subsidiary, as the case may be: (1) to prepay, repay, redeem or purchase Pari Passu Indebtedness of the Company (including the Notes) 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 the Company or an Affiliate of the Companyagreement); provided, however, that, in connection with any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this Section 4.11(b)(1), the Company or such Restricted Subsidiary will retire such Indebtedness Additional Assets and will cause the related commitment (if anyii) to be permanently reduced in apply an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; or (2) to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets; provided, that pending the final application of any difference between such excess Net Available Cash in accordance with and the amount applied pursuant to clause (1i) or clause (2) as provided in the following paragraphs of this Section 4.11(b), the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest 7.06. The amount of such excess Net Available Cash in any manner not prohibited by this Indenture. required to be applied pursuant to clause (cii) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.11(b) will be deemed to of the preceding sentence shall constitute “"Excess Proceeds.” Not later than the 366th day from the later " (b) If, as of the date first day of such Asset Disposition or the receipt of such Net Available Cashany calendar month, if the aggregate amount of Excess Proceeds exceeds totals at least $25.0 5 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders Borrower must, not later than the fifteenth Business Day of Notes andsuch month, 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 apply an amount equal to 100% such Excess Proceeds to prepay principal of outstanding Loans (the principal amount (or, in "Excess Proceeds Repayment"). Each repayment pursuant to 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 preceding sentence shall be provided for accompanied by the terms payment of such Indebtedness), to the date of purchase (subject to the right of Holders of record all accrued but unpaid interest 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 “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 4.11 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been Loans 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 Offerrepaid. (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 record date, and no further interest will be 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 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 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 each 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 clause (2) of Section 4.11(a) above, 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 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 (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, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of Section 4.11(a) above 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. (i) The requirement of clause (2) of Section 4.11(b) 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 Company 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 Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company Parent Guarantor or such any of its Restricted Subsidiary, as the case may be, Subsidiaries 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) of the shares Capital Stock or other assets subject to such Asset Disposition; and; (2) except in the case of an Asset Swap, at least 75% of the aggregate consideration (determined on the date of contractually agreeing to such Asset Disposition) received by the Company Parent Guarantor or such any of its Restricted Subsidiary, as the case may be, Subsidiaries from such 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 Additional AssetsEquivalents, or any combination thereof.; provided that any consideration other than cash 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); (b3) The except as provided in Section 3.5(b), an amount equal to 100% of the Net Available Cash from such Asset Disposition may be is applied, within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Company Parent Guarantor or such Restricted Subsidiary, as the case may be: (1A) to prepay, repay, redeem or purchase Pari Passu Indebtedness under the Senior Secured Credit Agreements; (B) to prepay, repay, redeem or purchase Notes by, at its option, (x) redeeming Notes as provided under paragraph 5 of the Company form of Note set forth in Exhibit A, (including the Notesy) purchasing Notes through open-market purchases or a Subsidiary Guarantor in privately negotiated transactions at market prices (which shall be at or any Indebtedness above par) and/or (other than Disqualified Stockz) of a Restricted Subsidiary that is not a Subsidiary Guarantor making an offer (in each case, excluding Indebtedness owed 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 Company or an Affiliate of provisions described in Section 11.3, to the Company); provided, however, that, in connection with extent any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this Section 4.11(b)(1), Additional Assets received by the Company or such Restricted Subsidiary will retire in such Indebtedness and will cause Asset Sale consists of assets of a type that would constitute Collateral under the related commitment (if any) to be permanently reduced in an amount equal 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 principal amount so prepaid, repaid, redeemed Collateral within the time periods set forth in Section 11.3 or purchasedthe applicable Note Security Documents; orand (24) without limitation to make capital expenditures the provisions described in Section 11.3, to the Oil and Gas Business 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 invest the Collateral within the time periods set forth in Additional AssetsSection 11.3 or the applicable Note Security Documents; provided, provided that pending the final application of any such Net Available Cash in accordance with clause clauses (1A), (B) or clause (2C) of this Section 4.11(b)above, the Company 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 acquisitions or expenditures referred to therein is entered into by the 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. (cb) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.11(b3.5(a)(3) 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 5.0 million, the Company Issuer will be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes and, (with a copy 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”Trustee) to purchase the maximum principal amount of the 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, to but excluding, 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 Dateinterest payment date), in accordance with the procedures set forth in this Indenture Section 3.5 in integral multiples of $1.00 in excess of $2,000 (or in excess of $1.00 after a PIK Payment), provided that the agreements governing the Pari Passu Notes, as applicable, in unpurchased portion of each case in Note must be equal to a minimum principal amount of $2,000 and or an integral multiples multiple of $1,000 1.00 in excess of $2,0002,000 (or in excess of $1.00 after a PIK Payment). If the aggregate principal amount of the Notes surrendered by Holders thereof and other Pari Passu Notes surrendered by Holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee Issuer 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 the Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company Parent Guarantor and its Restricted Subsidiaries may use any remaining Excess Proceeds for general corporate purposes, subject to the Articles Four and Five of other covenants contained in this Indenture. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (dc) 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 Issuer will purchase the principal amount of Notes and Pari Passu the Notes required to be purchased pursuant to this Section 4.11 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawn, all Notes and Pari Passu Notes validly tendered and not properly withdrawn in response to the Asset Disposition Offer. (ed) If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related Interest Payment Dateinterest 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 no further interest will be payable to Holders who tender the Notes pursuant to the Asset Disposition Offer. (fe) On or before the Asset Disposition Purchase Date, the Company 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 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 each case 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 minimum denominations of $1.00 and integral multiples of $1,000 1.00 in excess of $2,000thereof after a PIK Payment). The Company Issuer will deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company Issuer 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 Notes3.5. The Company 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 each tendering Holder of the 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 Issuer for purchase, and the Company Issuer will promptly issue a new Note, and the Trustee, upon delivery of an Issuer Order and Officers’ Certificate from the CompanyIssuer, 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, provided that each such new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 1.00 in excess of $2,000. In addition, the Company will take any 2,000 (or minimum denominations of $1.00 and all other actions required by the agreements governing the Pari Passu Notesintegral multiples of $1.00 in excess thereof after a PIK Payment). Any Note not so accepted will be promptly mailed or delivered by the Company Issuer to the Holder thereof. The Company Issuer will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. (gf) The Company Issuer 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 the 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 4.113.5, the Company Issuer 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. (hg) For the purposes of clause (2) of Section 4.11(a) above3.5(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) Stock of the Company 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 that is a Subsidiary GuarantorSubsidiary) and the release of the Company Parent Guarantor or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company Parent Guarantor will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with Section 4.11(b)(13.5(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 (23) securities, notes or other obligations received by the Company Parent Guarantor or any Restricted Subsidiary from the transferee that are converted by the Company Parent Guarantor or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding . (h) The Parent Guarantor will not, and will not permit any Restricted Subsidiary to, engage in any Asset Swaps, unless: (1) at the foregoingtime of entering into such Asset Swap and immediately after giving effect to such Asset Swap, the 75% limitation referred to in clause 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 Section 4.11(a) above shall be deemed satisfied with respect to any assets having an aggregate Fair Market Value in excess of $10.0 million, the terms of such Asset Disposition in which the cash or Cash Equivalents portion Swap have been approved by a majority of the consideration received therefrom, determined in accordance with members of the foregoing provision on an after-tax basis, is equal to or greater than what Board of Directors of the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitationParent Guarantor. (i) The requirement of clause (2) of Other than as specifically provided in this Section 4.11(b) above 3.5, any purchase pursuant to this Section 3.5 shall be deemed made pursuant 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 specified time period and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement.applicable provisions of Article V.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, consummate any Asset Disposition unless: (1) the Company or such Restricted Subsidiary, as the case may be, Subsidiary 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) Value, of the shares or other and assets subject to such Asset Disposition; and; (2) at least 7580% of the aggregate consideration thereof received by the Company or such Restricted Subsidiary, as the case may be, from such Asset Disposition and all other Asset Dispositions since the Issue Date, on a cumulative basis, Subsidiary is in the form of cash or Temporary Cash Equivalents or Additional Assets, or any combination thereof.Investments; and (b3) The Net Available Cash from such Asset Disposition may be applied, within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, unless otherwise consented to in writing by the Company or such Restricted Subsidiary, as the case may be: (1) to prepay, repay, redeem or purchase Pari Passu Indebtedness of the Company (including the Notes) 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 the Company or an Affiliate of the Company); provided, however, that, in connection with any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this Section 4.11(b)(1), 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, redeemed or purchased; or (2) to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets; provided, that pending the final application of any such Net Available Cash in accordance with clause (1) or clause (2) of this Section 4.11(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 at least 66⅔% in principal amount of the Notes and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceedsthen outstanding, 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 Net Available Cash from 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 “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 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 record date, and no further interest will be 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 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 portions thereof were accepted for payment applied 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 agentsuch Subsidiary, as the case may be, will promptly (but ) to redeem Notes in any case not later than five Business Days after the termination of the Asset Disposition Offer Period) mail or deliver to each 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 surrenderedaccordance with Article III; 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 shall provide the agreements governing the Pari Passu Notes. Any Note not so accepted will be promptly mailed or delivered by the Company notice of redemption specified in Section 3.01 with respect to the Holder thereof. The Company will publicly announce the results such redemption within five Business Days of the such Asset Disposition Offer on the and shall complete such redemption within sixty days of such 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 OfferDisposition. 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 clause (2) of this Section 4.11(a) above4.06, the following will be are deemed to be cashcash or Temporary Cash Investments: (1) the assumption by the transferee of Indebtedness (other than Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted any 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 (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))Disposition; and (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are to the extent converted within 90 days by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereofor Temporary Cash Investments. Notwithstanding the foregoingforegoing provisions of this covenant, the 75% limitation referred Company and the Subsidiaries will not be required to in clause (2) of Section 4.11(a) above shall be deemed satisfied with respect to apply any Asset Disposition in which the cash or Net Available Cash Equivalents portion of the consideration received therefrom, determined in accordance with this covenant until the foregoing provision on an after-tax basisaggregate Net Available Cash from all Asset Dispositions that has not been applied in accordance with this covenant exceeds $1,500,000, is equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation. (i) The requirement of clause (2) of Section 4.11(b) 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 at which time the Company or its Restricted Subsidiary within the specified time period and must apply all such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreementthis covenant; provided, that all Net Available Cash not so applied shall be (a) maintained in a segregated deposit account or (b) maintained in a segregated securities account and invested in Temporary Cash Investments, in each case, subject to a perfected first-priority security interest in favor of the Collateral Agent pending application pursuant to this covenant.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will notNeither the Parent nor the Issuer shall, and will the Issuer shall not permit any of its Restricted Subsidiaries to, make any consummate an Asset Disposition (other than with respect to a Rig (together with any related machinery and equipment required to operate the Rig that is subject to the the same Asset Disposition), which dispositions are governed by Section 4.11(g)), unless: (1) the Company Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value of the assets sold or otherwise disposed of (such Fair Market Value to be determined on measured as of the date of contractually agreeing the definitive agreement with respect to such Asset Disposition) of the shares or other assets subject to such Asset Disposition); and (2) at least 75% of the aggregate consideration therefor received by the Company Issuer or such Restricted Subsidiary, as the case may bebe (which, from for purposes of this clause (2), consideration will not include any contingent payment obligations related to such Asset Disposition Disposition, including, earn-out payments, purchase price adjustments and all other Asset Dispositions since the Issue Date, on a cumulative basisdeferred purchase price payments), is in the form of cash or Cash Equivalents Equivalents; provided that the amount of: (A) any liabilities, as shown on the Issuer’s or Additional Assetssuch Subsidiary’s most recent balance sheet or in the notes thereto, of the Issuer or any of its Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) (i) that are assumed by the transferee of any such assets and from which the Issuer or such Subsidiary has been validly released by all creditors in writing, or (ii) in respect of which neither the Issuer nor any combination thereofSubsidiary following such Asset Disposition has any obligation; (B) any securities or other obligations received by the Issuer or such Subsidiary from such transferee that are converted by the Issuer or such Subsidiary into cash 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 Capital Stock, properties or assets of the kind referred to in Section 4.11(b)(1); (D) cash held in escrow as security for any purchase price settlement, for damages in respect of a breach of representations and warranties or covenants or for payment of other contingent obligations in connection with such Asset Disposition; and (E) any Designated Noncash Consideration received by the Issuer or any Subsidiary in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (E) that is at that time outstanding, not to exceed $10.0 million 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, in each case, shall be deemed to be Cash Equivalents for purposes of this provision and for no other purpose. (b) The Within 365 days after the receipt of any Net Available Cash Proceeds of any Asset Disposition (other than with respect to a Rig, which is governed by Sections 3.09, 4.08, 4.11(g) and 4.19), the Issuer or such Subsidiary, at its option, may apply the Net Cash Proceeds from such Asset Disposition may be applied, within 365 days from the later to one or more of the date of such Asset Disposition following, or the receipt of such Net Available Cash, by the Company or such Restricted Subsidiary, as the case may be:any combination, (1) to prepay, repay, redeem make (A) an Investment in any one or purchase Pari Passu Indebtedness more businesses; provided that such Investment in any business is in the form of the Company acquisition of Capital Stock of a Subsidiary or results in the Issuer or its Subsidiaries owning an amount of the Capital Stock of such business such that it constitutes a Subsidiary, (B) capital expenditures in respect of the Issuer, its Subsidiaries or their respective assets or (C) acquisitions of other properties or assets to be held by the Issuer or its Subsidiaries (including assets that replace the Notes) or a Subsidiary Guarantor business, properties and assets of the Issuer or any Indebtedness (other than Disqualified Stock) of a Restricted Subsidiary its Subsidiaries that is not a Subsidiary Guarantor (in each case, excluding Indebtedness owed to were the Company or an Affiliate subject of the Companysuch Asset Disposition); provided, however, that, in connection with any prepayment, repayment, redemption or purchase the case of Indebtedness pursuant to this Section 4.11(b)(1each of (A), the Company (B) and (C), used or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced useful in an amount equal to the principal amount so prepaid, repaid, redeemed or purchaseda Related Business; or (2) to make capital expenditures reduce or repay Obligations under the Notes in accordance with the Oil and Gas Business provision set forth under Section 3.07, through open market purchases of the Notes or through an offer to invest purchase Notes (in Additional Assetsaccordance with the procedures set forth below for an Asset Disposition Offer); provided, that pending all Net Cash Proceeds used to make such an offer to purchase shall be deemed to have been so applied whether or not accepted by the final Holders; provided that a binding commitment to apply Net Cash Proceeds as set forth in Section 4.11(b)(1) shall be treated as a permitted application of any the Net Cash Proceeds from the date of such commitment so long as the Issuer or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash Proceeds will be applied to satisfy such commitment within 180 days of the end of such 365-day period (an “Acceptable Commitment”) and, in accordance with clause (1) the event any Acceptable Commitment is later cancelled or clause (2) of this Section 4.11(b)terminated for any reason before the Net Cash Proceeds are applied in connection therewith, then the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness Issuer or otherwise invest such Subsidiary shall be permitted to apply the Net Available Cash Proceeds in any manner not prohibited by this Indentureset forth above before the expiration of such 180- day period and, in the event the Issuer or such Subsidiary fails to do so, then such Net Cash Proceeds shall constitute Excess Proceeds (as defined below). (c) Any Net Available Cash Proceeds from an Asset Dispositions Disposition that is are not invested or applied or invested as provided and within the time period set forth 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 ”. The Issuer shall make an offer to all Holders of the Notes (an “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”) of sales of assets to purchase purchase, prepay or redeem the maximum aggregate principal amount of the Notes and any such Pari Passu Notes (equal to which the Asset Disposition Offer applies $2,000 or integral multiples of $1,000 in excess thereof), that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (orthereof, 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 interestinterest to, if any (or in respect but not including, the date fixed for the closing 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 offer (subject to the right rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date), in accordance with the procedures set forth in this Indenture Indenture. The Issuer shall commence an Asset Disposition Offer with respect to Excess Proceeds within 30 days after the date that Excess Proceeds exceed $10.0 million by delivering the notice required pursuant to Section 3.10, with a copy to the Trustee. The Issuer may, at its election, satisfy the foregoing obligations with respect to any Net Cash Proceeds from an Asset Disposition by making an Asset Disposition Offer with respect to such Net Cash Proceeds prior to the expiration of the relevant 365-day period (or such longer period provided above). (d) To the agreements governing extent that the Pari Passu Notes, as applicable, in each case in minimum principal aggregate amount of $2,000 and integral multiples of $1,000 in excess of $2,000Notes tendered pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose not prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders such 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 basis, by lot or by such other methods in accordance with the applicable procedures of the Depositary, based on the basis of the aggregate accreted value or principal amount of the Notes tendered (with adjustments as necessary so that no 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 will be repurchased in part in 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 Indentureunauthorized denomination). Upon completion of any 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 “Asset Disposition Offer Period”). No later than five Business Days after the termination of resulted in the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Pari Passu Notes required shall be reset to be purchased pursuant to this Section 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 Offerzero. (e) If Pending the Asset Disposition Purchase Date final application of any Excess Proceeds, the Issuer (or the applicable Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest the Excess Proceeds in any manner that 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 no further interest will be payable to Holders who tender Notes pursuant to the Asset Disposition Offernot prohibited by this Indenture. (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 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 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 each 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, Issuer shall comply with the requirements of Rule 14e-1 of 14e-l 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 repurchase of the Notes pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.11Indenture, the Company will Issuer shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under described in this Indenture by virtue of its compliance with such securities laws or regulationsthereof. (hg) For Neither the purposes Parent nor the Issuer shall, and the Issuer shall not permit any of clause its Subsidiaries to, consummate an Asset Disposition (including the occurrence of a Total Loss) of a Rig unless (i) with respect to any such Asset Disposition that is not a Total Loss, the Rig Owner receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value of the Rig, (ii) no more than one (1) prior Asset Disposition of a Rig owned by any of the Issuer, the Guarantors or any Subsidiary thereof has occurred (excluding any Asset Disposition consisting of a Total Loss of a Rig if the Issuer or one of its Subsidiaries acquires a Rig of at least substantially similar value as the Rig subject to such Total Loss (with such value determined immediately prior to giving effect to such Total Loss) and all of the Net Cash Proceeds of such Total Loss are maintained in a deposit account constituting Collateral until such Rig of at least substantially similar value is acquired), (iii) at least three (3) Rigs will continue to be owned by Rig Owners immediately after giving effect to such Asset Disposition; provided, that in the case of a Total Loss of a Rig following two Asset Dispositions of Rigs permitted pursuant to Section 4.11(g) (neither of which was a Total Loss), to the extent at least two (2) Rigs are then owned by the Issuer and its Subsidiaries in the aggregate without being subject to any Liens permitted pursuant to clause (6), (8) or (9) of Section 4.11(a) abovethe definition of Permitted Liens, the following will Issuer and its Subsidiaries shall be deemed to be cash: have owned at least three (13) Rigs if, within 365 days following the assumption by Issuer’s receipt of all of the transferee Net Cash Proceeds of Indebtedness such Total Loss, the Rig Owners own at least three (other than Subordinated Obligations 3) Rigs not subject to any Lien permitted pursuant to clause (6), (8) or Disqualified Stock(9) of the Company definition of Permitted Liens (provided further, that all such Net Cash Proceeds are maintained in a deposit account constituting Collateral until the Rig Owners own at least three (3) such Rigs), (iv) with respect to any Asset Disposition that is not a Total Loss, at least 75% of the consideration therefor received by the Issuer or Indebtedness any Subsidiary, as the case may be (which, for purposes of this clause (iv), consideration will not include any contingent payment obligations related to such Asset Disposition, including earn-out payments, purchase price adjustments and deferred purchase price payments, and cash held in escrow as security for any purchase price settlement, for damages in respect of a Restricted Subsidiary (breach of representations and warranties or covenants or for payment of 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 contingent obligations in connection with such Asset Disposition (in which case the Company will, without further action, shall be deemed to have applied such deemed cash to Indebtedness in accordance with Section 4.11(b)(1)); and (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in be Cash Equivalents for purposes of this clause (2iv) and for no other purpose), is in the form of Section 4.11(acash or Cash Equivalents, (v) above shall be deemed satisfied with respect to any Asset Disposition in which that is not a Total Loss, no Default or Event of Default exists immediately before or immediately after giving effect to such Asset Disposition, (vi) the cash or Net 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 Proceeds from any such Asset Disposition complied that is not a Total Loss are at least (a) $150.0 million, with respect to the aforementioned 75% limitation. NLN, or (ib) The requirement of clause $50.0 million, with respect to any other Rig, and (2vii) of Section 4.11(b) 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 Company or its Restricted Subsidiary within the specified time period and Net Cash Proceeds from such Net Available Cash is subsequently Asset Disposition are applied in accordance with such agreement within six months following such agreementSections 3.09, 4.08 and 4.19 to the extent applicable.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company Issuer or such any of its Restricted Subsidiary, as the case may be, Subsidiaries 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) of the shares or other assets subject to such Asset Disposition; and; (2) at least 75% of the aggregate consideration received by the Company Issuer or such any of its Restricted Subsidiary, as the case may be, Subsidiaries from such 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 Additional Assets, or any combination thereof.; and (b3) The except as provided in the next paragraph, an amount equal to 100% of the Net Available Cash from such Asset Disposition may be is applied, within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Company Issuer or such Restricted Subsidiary, as the case may be: (1a) to prepay, repay, redeem or purchase Pari Passu Indebtedness of the Company Issuer (including the NotesSecurities) 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 the Company Issuer or an Affiliate of the CompanyIssuer); provided, however, that, in connection with any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this Section 4.11(b)(1clause (a), the Company Issuer 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, redeemed or purchased; or (2b) to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets; provided, provided that pending the final application of any such Net Available Cash in accordance with clause (1a) or clause (2b) of this Section 4.11(b)above, the Company Issuer 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) the preceding paragraph 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 20.0 million, the Company Issuer will be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes 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 Issuer to make an offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Disposition (“Pari Passu NotesSecurities”) to purchase the maximum principal amount of Notes Securities and any such Pari Passu Notes 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 (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 Securities and Pari Passu Notes Securities 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 to, but excluding, 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 Dateinterest payment date), in accordance with the procedures set forth in this Indenture Section 3.5 or the agreements governing the Pari Passu NotesSecurities, 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 Securities surrendered by Holders thereof and other Pari Passu Notes Securities surrendered by Holders holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes Securities to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes Securities and Pari Passu NotesSecurities. To the extent that the aggregate principal amount of Notes Securities and Pari Passu Notes Securities so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company Issuer and its Restricted Subsidiaries may use any remaining Excess Proceeds for general corporate purposes, subject to the Articles Four and Five of other covenants contained in 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 “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 Issuer will purchase the principal amount of Notes Securities and Pari Passu Notes Securities required to be purchased pursuant to this Section 4.11 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawn, all Notes Securities and Pari Passu Notes Securities 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 Dateinterest 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 no further interest will be payable to Holders who tender Notes Securities pursuant to the Asset Disposition Offer. (f) . On or before the Asset Disposition Purchase Date, the Company 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 Securities and Pari Passu Notes Securities or portions of Notes Securities and Pari Passu Notes Securities so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes Securities and Pari Passu Notes Securities so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. The Company Issuer will deliver to the Trustee an Officers’ Certificate stating that such Notes Securities or portions thereof were accepted for payment by the Company Issuer in accordance with the terms of this Section 4.11 3.5 and, in addition, the Company Issuer will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu NotesSecurities. The Company 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 each tendering Holder of Notes Securities or holder or lender of Pari Passu NotesSecurities, as the case may be, an amount equal to the purchase price of the Notes Securities or Pari Passu Notes Securities so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company Issuer for purchase, and the Company Issuer will promptly issue a new NoteSecurity, and the Trustee, upon delivery of an Officers’ Certificate from the CompanyIssuer, will authenticate and mail or deliver such new Note Security to such Holder, in a principal amount equal to any unpurchased portion of the Note Security surrendered; provided, provided that each such new Note Security will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company Issuer will take any and all other actions required by the agreements governing the Pari Passu NotesSecurities. Any Note Security not so accepted will be promptly mailed or delivered by the Company Issuer to the Holder thereof. The Company Issuer will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. (g) . The Company Issuer 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 Securities pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.113.5, the Company Issuer 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 clause (2) of the first paragraph of this Section 4.11(a) above3.5, 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 Company 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 Company Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company 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 4.11(b)(1))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 (23) securities, notes or other obligations received by the Company Issuer or any Restricted Subsidiary from the transferee that are converted by the Company 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 4.11(a) above 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. (i) . The requirement of clause (23)(b) of the first paragraph of this Section 4.11(b) above 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 Company 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 will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, consummate any Asset Disposition unless: unless (1) the Company or such Restricted Subsidiary receives consideration at least equal to the fair market value (such fair market value to 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 equity and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration 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) first, receives consideration at (i) if 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) of the shares or other assets subject to such Asset Disposition; and Disposition constitute Collateral, to the extent the Company elects (2) at least 75% or is required by the terms of the aggregate consideration received by any Indebtedness), to prepay, repay, redeem or purchase Priority Lien Debt and other outstanding Priority Lien Obligations or Parity Lien Debt and other outstanding Parity Lien Obligations (in each case, other than Indebtedness owed to the Company or such Restricted Subsidiary, as an Affiliate of the case may be, from such 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 Additional Assets, or any combination thereof. (bCompany) The Net Available Cash from such Asset Disposition may be applied, within 365 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Company or provided such Restricted Subsidiary, as the case may be: (1) to prepay, repay, redeem or purchase Pari Passu Indebtedness of the Company (including the Notes) 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 the Company or an Affiliate of the Company); provided, however, that, in connection with any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this Section 4.11(b)(1)permanently retires, the Company or such Restricted Subsidiary will retire such Indebtedness and will cause reduces the related loan commitment (if any) to be permanently reduced for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; or purchased (2and, with respect to Parity Lien Debt, such prepayment, repayment, redemption or purchase must be made either (x) to make capital expenditures for Securities only or (y) for Securities and other Parity Lien Debt, and in the Oil case of subclause (y), by a pro rata prepayment, repayment or redemption of outstanding Securities and Gas Business such other Parity Lien Debt or by an offer to invest in Additional Assets; providedpurchase 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, that pending to the final application extent the Company elects (or is required by the terms of any such Net Available Cash Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor in accordance with clause each case that is Secured Debt or Indebtedness (1) or clause (2other than Disqualified Stock) of this Section 4.11(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 a Wholly-Owned Subsidiary that is not applied a Subsidiary Guarantor (other than Indebtedness owed to the Company or invested as provided in Section 4.11(ban Affiliate of the Company) will be deemed to constitute “Excess Proceeds.” Not later than the 366th day 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 aggregate principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of Excess Proceeds exceeds $25.0 millionthe balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company will be required elects, to acquire Additional Assets or to make an offer (“capital expenditures in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition Offer”) to all Holders or the receipt of Notes andsuch 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 of other Pari Passu Indebtednessthereof), pledged as Collateral; and (C) third, to all holders the extent of other Pari Passu Indebtedness outstanding the balance of such Net Available Cash after application in accordance with similar provisions requiring the Company clauses (A) and (B), to make an offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Disposition Holders (“Pari Passu Notes”and to holders of other Parity Lien Debt of the Company designated by the Company) to purchase Securities (and such other Parity Lien Debt of the maximum principal Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of Notes such 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 other Parity Lien Debt) in an amount equal to 100% of (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (orwhich may include Priority Lien Debt). (b) Notwithstanding Section 4.07(a), in the event such Pari Passu Indebtedness of the Company was issued with significant original issue discount, 100% of and the accreted value thereof) of the Notes and Pari Passu Notes plus accrued and unpaid interest, if Restricted Subsidiaries shall not be required to apply 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), Net Available Cash 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 Section 4.07(a) except 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 Net Available Cash from all Asset Dispositions, which is 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 “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 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 record date, and no further interest will be 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 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 portions thereof were accepted for payment by the Company applied in accordance with the terms of this Section 4.11 and4.07(a), in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notesexceeds $40.0 million during any calendar year. 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 each 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 clause (2) of Section 4.11(a) above4.07(a), the following will be are deemed to be cash: cash or cash equivalents (1i) any liabilities, as shown on the assumption by the transferee of Indebtedness (other than Subordinated Obligations Company’s or Disqualified Stock) such Restricted Subsidiary’s most recent balance sheet, of the Company or Indebtedness of a any Restricted Subsidiary (other than Guarantor Subordinated Obligations contingent liabilities and liabilities that are by their terms subordinated to the Securities or Disqualified Stock any Subsidiary Guarantee) that are assumed by the transferee of any Restricted Subsidiary such Asset Disposition pursuant to (A) a customary novation agreement that is a Subsidiary Guarantor) and the release of releases the Company or such Restricted Subsidiary from all further liability on or (B) an assignment agreement that includes, in lieu of such Indebtedness in connection with such Asset Disposition (in which case a release, the agreement of the transferee or its parent company to indemnify and hold harmless the Company willor such Restricted Subsidiary from and against any loss, without further action, be deemed to have applied liability or cost in respect of such deemed cash to Indebtedness in accordance with Section 4.11(b)(1)); and assumed liability and (2ii) securities, notes or other obligations any non-Cash Consideration received by the Company or any Restricted Subsidiary from the transferee that are converted is converted, monetized, sold or exchanged by the Company or such Restricted Subsidiary into cash or cash equivalents within 180 120 days after receipt thereofof receipt. Notwithstanding the foregoing, the 75% limitation referred to in clause (2Section 4.07(a)(2) of Section 4.11(a) above shall be deemed satisfied with respect to any Asset Disposition in which the cash or Cash Equivalents 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. (i) . The requirement of clause (2Section 4.07(a)(3)(B) of Section 4.11(b) 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 Company or its Restricted Subsidiary within the specified 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. (c) In the event of an Asset Disposition that requires the purchase of Securities (and other Parity Lien Debt of the Company) pursuant to Section 4.07(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 Indebtedness) at a purchase price of 100% of their principal amount (or, in the event (x) such other Parity Lien Debt (other than the Existing Second Lien Notes) of the Company was issued with original issue discount 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 Parity Lien Debt of the Company, such lesser price, if any, as may be provided for by the terms of such Parity Lien Debt of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 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 the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company shall select the 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 to purchase Securities (and other Parity Lien Debt of the Company) pursuant to this Section 4.07 if the Net Available Cash not applied or invested as provided in Section 4.07(a)(3)(A) or (B) is less than $20.0 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). Upon completion of such an offer to purchase, Net Available Cash shall be deemed to be reduced by the aggregate 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 repurchase of Securities pursuant to Section 4.07(c). To the extent that the provisions of any securities laws or regulations conflict with provisions of Section 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 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 will Issuer shall not, and will shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company Issuer or such Restricted 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 fair market value (such Fair Market Value fair market value to be determined on the date of contractually agreeing to such Asset Disposition) of the shares or other and assets subject to such Asset Disposition; andDisposition (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 75% of the aggregate 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 Company Issuer or such Restricted Subsidiary, as the case may be, from such 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 Additional Assets, Equivalents; (3) the Issuer or any combination thereof. (b) The of its Restricted Subsidiaries will apply 100% of the Net Available Cash from such any Asset Disposition may be applied, within 365 days from Disposition: (i) to the later of extent the date of such Asset Disposition Issuer or the receipt of such Net Available Cash, by the Company or such any Restricted Subsidiary, as the case may be: , elects (1or is required by the terms of any Indebtedness), (A) to prepay, repay, redeem repay or purchase any Indebtedness of a Non-Guarantor Subsidiary, any Pari Passu Indebtedness of the Company (including the Notes) or a Subsidiary Guarantor Debt Obligations or any Senior-Priority Obligations, including Indebtedness (other than Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor under the Specified Loan Agreements or any Refinancing Indebtedness in respect thereof (in each case, excluding other than Indebtedness owed to the Company Issuer or an Affiliate any Restricted Subsidiary) within 450 days from the later of (1) the Companydate of such Asset Disposition and (2) the receipt of such Net Available Cash (as applicable, the “Asset Disposition Proceeds Application Period”); provided, however, that, in connection with any prepayment, repayment, redemption repayment or purchase of Indebtedness pursuant to this Section 4.11(b)(1clause (i), the Company Issuer 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, redeemed repaid or purchased; or (B) to prepay, repay or purchase Senior Indebtedness; provided that, to the 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 (2iii) to make capital expenditures in any combination of the Oil 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 Indenture and Gas Business or to invest in Additional Assetsthe Collateral Documents; provided, that however, that, pending the final application of any such Net Available Cash in accordance with clause (1Section 3.5(a)(3)(i) or clause (2) of this Section 4.11(bii), the Company Issuer and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest use such Net Available Cash in any manner not prohibited by this Indenture. (cb) Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in Section 4.11(b3.5(a) will shall be deemed to constitute “Excess Proceeds.” Not later than under this Indenture. On the 366th 451st day from the later of the date of such after an Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds under this Indenture exceeds $25.0 million200,000,000, the Company will Issuer shall within twenty (20) Business Days be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes and, to the extent required by the terms Issuer elects, to the holders of other any outstanding Pari Passu Indebtedness, Debt Obligations (and only to all holders of other the extent the Excess Proceeds are greater than the outstanding 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”) Debt Obligations, other Senior Indebtedness), to purchase the maximum principal amount of Notes and any such Pari Passu Notes 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 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 Debt Obligations (and, if applicable, Senior Indebtedness), in each case, 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, to but not including, 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)purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu NotesDebt Obligations (and, if applicable, such Senior Indebtedness), as applicable, in each case and, with respect to the Notes, in minimum principal amount denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Issuer shall deliver notice of $2,000such 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 3.5. (c) 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 thereof and other Pari Passu Notes Debt Obligations surrendered by Holders holders or lenders, collectively, exceeds the amount of Excess ProceedsProceeds (or, in the case of an Advance Offer, the Trustee Advance Portion), the Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion) shall select 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 Notes. To the extent Debt Obligations; provided that the aggregate principal amount of no Notes and or Pari Passu Notes so validly tendered Debt Obligations shall be selected and not properly withdrawn pursuant to purchased in 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 Indentureunauthorized denomination. Upon completion of such any Asset Disposition Offer, the amount of Excess Proceeds shall will be reset at zerozero (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) The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to To the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination any portion of Net Available Cash payable in respect of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”)Notes is denominated in a currency other than U.S. dollars, the Company will purchase amount thereof payable in respect of the principal Notes shall not exceed the net amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 4.11 (funds in U.S. dollars that is actually received by 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 OfferIssuer upon converting such portion into U.S. dollars. (e) If 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 Purchase Date 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 Issuer has determined in good faith that repatriation of any of or all the Net Available Cash of any Foreign Disposition would have an interest record date and on or before adverse Tax cost consequence with respect to such Net Available Cash (which for the related Interest Payment Dateavoidance of doubt, includes, but is not limited to, any accrued and unpaid interestprepayment whereby doing so the Issuer, if anyany Restricted Subsidiary or any of their respective affiliates would incur a tax liability, will be paid to the Person in whose name including a Note is registered at the close of business on such record datetax dividend, and no further interest will be payable to Holders who tender Notes deemed dividend pursuant to Code Section 956 or a withholding tax), the Asset Disposition OfferNet Available Cash so affected may be 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 an Event of Default. (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 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 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 each 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 clause (2) of Section 4.11(a) above3.5(a)(2), the following will be deemed to be cash: (1i) the assumption by the transferee of Indebtedness (or other than Subordinated Obligations liabilities contingent or Disqualified Stock) otherwise of the Company Issuer or Indebtedness of a Restricted Subsidiary (other than Guarantor Subordinated Obligations Indebtedness of the Issuer or Disqualified Stock of any Restricted Subsidiary that is a Subsidiary 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 (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)); andDisposition; (2ii) securities, notes or other obligations received by the Company Issuer or any Restricted Subsidiary of the Issuer from the transferee that are converted by the Company Issuer or such Restricted Subsidiary into cash 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 receipt thereof. Notwithstanding the foregoingIssue 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). (g) Upon the commencement of an Asset Disposition Offer, the 75% limitation referred Issuer shall send, or cause to be sent, electronically or by first class mail, a notice to the Trustee and to each Holder at its registered address, in clause accordance with the applicable procedures of DTC. The notice shall contain all instructions and materials necessary to enable such Holder to tender 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, shall state: (1) that the 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 (unless prorated); (2) of Section 4.11(a) above the Asset Disposition payment amount, the Asset Disposition offered price, and the date on which Notes tendered and accepted for payment shall be deemed satisfied purchased, which date shall be at least 15 days and not later than 60 days from the date such notices is mailed (the “Asset Sale Payment Date”); (3) that any Notes not tendered or accepted for payment will remain outstanding and continue to accrue interest in accordance with respect the terms thereof; (4) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Asset Disposition Offer shall cease to accrue interest on and after the Asset Sale Payment Date; (5) that Holders electing to have any Notes purchased pursuant to any Asset Disposition in which Offer shall be required to surrender the cash or Cash Equivalents portion Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the consideration received therefromNote completed (subject to any contrary procedures of DTC with respect to Global Notes), determined to the Paying Agent at the address specified in accordance with the foregoing provision notice prior to the close of business on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such third Business Day preceding the Asset Disposition complied with the aforementioned 75% limitation.Sale Payment Date; (i6) The requirement that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided that the Paying Agent receives, not later than the close of clause (2) business on the second Business Day prior to the expiration date of Section 4.11(b) above shall be deemed to be satisfied if an agreement (including the Asset Sale Payment Date, a leasetelegram, whether facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein statement that such Holder is entered into by the Company or withdrawing its Restricted Subsidiary within the specified time period tendered Notes and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement.its e

Limitation on Sales of Assets and Subsidiary Stock. (a) The Neither the Company nor the Issuer will, nor will not, and will not they permit any of its Restricted Subsidiaries toSubsidiary, make directly or indirectly, to consummate any Asset Disposition unless: (1) the Company Company, the Issuer or such Restricted 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) of the shares or other Equity Interests and assets subject to such Asset Disposition; and (2) at least 75% of the aggregate consideration from such Asset Disposition received by the Company Company, the Issuer or such Restricted Subsidiary, as the case may be, from such 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 Additional Assets, or any combination thereofEquivalents. (b) The Net Available Cash from such Asset Disposition may be applied, within Within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Company Company, the Issuer or any Restricted Subsidiary may apply, at its option, an amount equal to 100% of the Net Available Cash from such Restricted Subsidiary, as the case may beAsset Disposition: (1) to prepayrepay Obligations under the Revolving Credit Agreement and to correspondingly reduce commitments with respect thereto; (2) to repay (and, repayin the case of a revolving credit facility, redeem or purchase Pari Passu correspondingly reduce commitments with respect thereto) Obligations under other Secured Indebtedness of the Company (including Company, the NotesIssuer or any Restricted Subsidiary(other than any Disqualified Equity Interests or Subordinated Obligations) other than Indebtedness owed to the Company, the Issuer or a Subsidiary Guarantor 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 Indebtedness Restricted Subsidiary (other than any Disqualified StockEquity 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 5 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 (in each caseGuarantor, excluding other than Indebtedness owed to the Company or an Affiliate of the Company); provided, however, that, in connection with any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this Section 4.11(b)(1), the Company Issuer or such another 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, redeemed or purchasedSubsidiary; or (6) in any combination of applications described in Sections 4.7(b)(1), (2), (3), (4) to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets(5) above; provided, provided that pending the final application of any such Net Available Cash in accordance with clause Sections 4.7(b)(1), (12), (3), (4), (5) or clause (26) of this Section 4.11(b)above and 4.7(e) below, the Company Company, the Issuer and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest 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 4.7, and such amounts may be retained by the applicable subsidiary; provided that clause (x) 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 Company, the Issuer 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; (3) any Designated Non-Cash Consideration received by the 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 converted by the Company, the Issuer or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Disposition. (e) Any amount of Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.11(b4.7(b) will be deemed to constitute “Excess Proceeds.” Not later than On the 366th day from after an Asset Disposition, or earlier at the later of the date of such Asset Disposition or the receipt of such Net Available CashCompany’s option, if the aggregate amount of Excess Proceeds exceeds $25.0 100 million, the Company Company, the Issuer or a Restricted Subsidiary will be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes and, at the Issuer’s election, to the extent required by the terms holders of other any 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 aggregate principal amount of Notes and any such Pari Passu Notes to which the Asset Disposition Offer applies Indebtedness 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 (orthereof, 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 but not including the date of purchase (subject to the right of Holders of record on the relevant a record date to receive interest due on the relevant Interest Payment Dateinterest payment date), in accordance with the procedures set forth in this Indenture or the agreements governing the relevant Pari Passu NotesIndebtedness, as applicable, in each case in minimum principal amount denominations of $2,000 200,000 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 $2,000DTC) 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 principal amount of Notes surrendered by Holders thereof and other Pari Passu Notes Indebtedness surrendered by Holders holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased repurchased shall be selected on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and tendered 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 IndentureIndebtedness. 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. (df) 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 Company, the Issuer or the applicable Restricted Subsidiary will apply all Excess Proceeds to the purchase of the aggregate principal amount of Notes and and, if applicable, Pari Passu Notes Indebtedness required to be purchased pursuant to this Section 4.11 4.7 (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 properly validly withdrawn, all Notes and Pari Passu Notes Indebtedness validly tendered and not properly 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 under this Indenture. (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 record date, and no further interest will be payable to Holders who tender Notes pursuant to the Asset Disposition Offer. (fg) On or before the Asset Disposition Purchase Date, the Company Company, the Issuer or the Restricted Subsidiary 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 Indebtedness or portions of Notes and Pari Passu Notes so thereof validly tendered and not properly validly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly validly withdrawn, all Notes and Pari Passu Notes Indebtedness so validly tendered and not properly withdrawn, in each the case of the Notes in minimum principal amount of $2,000 and integral multiples of $1,000 in excess 1,000; provided that if, following the repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000200,000, then the portion 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 Company Company, the Issuer or such Restricted Subsidiary will deliver deliver, or cause to be delivered, to the Trustee the Notes so accepted and an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so accepted and that such Notes or portions thereof were accepted for payment by the Company Company, the Issuer or such Restricted Subsidiary in accordance with the terms of this Section 4.11 and, in addition4.7. The Company, the Company Issuer or such Restricted Subsidiary will deliver all certificates and notes requiredpromptly, 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 no event later than five Business Days after the termination of the Asset Disposition Offer Period) , mail or deliver to 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 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, Holder and accepted by the Company Company, the Issuer or such Restricted Subsidiary for purchase, and and, if less than all of the Company Notes tendered are purchased pursuant to the Asset Disposition Offer, the Issuer will promptly issue a new Note, and the Trustee, upon delivery of an Officers’ Certificate authentication order from the CompanyIssuer, will authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such HolderHolder (it being understood that, notwithstanding anything in this Indenture to the contrary, 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 surrenderedsurrendered (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, provided that each such new Note will be in a minimum principal amount of $2,000 200,000 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 Notesthereof. Any Note not so accepted will be promptly mailed or delivered by the Company Company, the Issuer or such Restricted Subsidiary to the Holder thereof. The Company Company, the Issuer or such Restricted Subsidiary will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. (gh) The Company Company, the Issuer and any Restricted Subsidiary will comply, to the extent applicable, with the requirements of Rule 14e-1 Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offerthis Section 4.7. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.114.7, the Company Company, the Issuer and such Restricted Subsidiary will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture Section 4.7 by virtue of its compliance with such securities laws or regulations. (h) For the purposes of clause (2) of Section 4.11(a) above, 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 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 (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, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of Section 4.11(a) above 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. (i) The requirement of clause (2) of Section 4.11(b) 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 Company 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 will may not, and will may not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company or such the Restricted Subsidiary, as the case may be, receives consideration at the time of such the Asset Disposition at least equal to the Fair Market Value fair market value of the assets subject to the Asset Disposition (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Disposition) ), as determined in good faith by senior management of the shares or other assets subject Company or, if the consideration with respect to such Asset DispositionDisposition exceeds $10 million, the Board of Directors of the Company (including as to the value of all non-cash consideration); and (2) at least 75% of the aggregate consideration from the Asset Disposition received by the Company or the Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. The Company or such Restricted Subsidiary, as the case may be, from such Asset Disposition and may elect to apply all other Asset Dispositions since the Issue Date, on a cumulative basis, is in the form of cash or Cash Equivalents or Additional Assets, or any combination thereof. (b) The portion of the Net Available Cash from such Asset Disposition may be appliedeither: (1) to prepay, repay, purchase, repurchase, redeem, defease or 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 or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Wholly-Owned Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Company or such Restricted Subsidiary, as the case may be: (1) to prepay, repay, redeem or purchase Pari Passu Indebtedness of the Company (including the Notes) 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 the Company or an Affiliate of the Company); provided, however, that, in connection with any prepayment, repayment, redemption purchase, repurchase, redemption, defeasance, or purchase acquisition of Indebtedness pursuant to this Section 4.11(b)(1clause (1), the Company or such Restricted Subsidiary will retire such Indebtedness and and, in the case of revolving Indebtedness, will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed or purchasedretired; or (2) to make capital expenditures in the Oil and Gas Business or to invest in Additional AssetsAssets or make Permitted Business Investments within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, that that, pending the final application of any such Net Available Cash in accordance with clause clauses (1) or clause (2) of this Section 4.11(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 the Indenture. (c) . Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.11(b) the preceding paragraph will be deemed to constitute “Excess Proceeds.” Not later than On the 366th day from the later of the date of such after an Asset Disposition or the receipt of such Net Available CashDisposition, if the aggregate amount of Excess Proceeds exceeds $25.0 20 million, the Company will be required to must make an offer (“Asset Disposition Offer”) to all Holders of Notes and, and to the extent required by the terms of other Pari Passu Senior Subordinated Indebtedness, to all holders of other Pari Passu Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Pari Passu Senior Subordinated 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), interest 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)purchase, in accordance with the procedures set forth in this the 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 Notes1,000. 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 other covenants contained in the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Five other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of this IndentureExcess 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 such the Asset Disposition Offer, the amount of Excess Proceeds shall will be reset at zero. (d) . The Asset Disposition Offer will must remain open for a period of 20 Business Days business days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 4.11 the Asset Disposition Offer (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawntendered, 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 a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, interest will be paid to the Person in whose name a Note is registered at the close of business on such record dateRecord Date, and no further additional interest will be payable to Holders who tender Notes pursuant to the Asset Disposition Offer. (f) . On or before the Asset Disposition Purchase Date, the Company willmust, 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 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 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 Notes1,000. The Company or the paying agentPaying Agent, as the case may be, will must promptly (but in any case not later than five Business Days business days after the termination of the Asset Disposition Offer Period) mail or deliver to each 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 must promptly issue a new Note, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will 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, provided that each such new Note will be in a minimum principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess of $2,0001,000. In addition, the Company will must take any and all other actions required by the agreements governing the Pari Passu Notes. Any Note not so accepted will 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. (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 clause (2) of this Section 4.11(a) above3.07, the following will be deemed to be 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 Restricted 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 (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))Disposition; and (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 60 days after receipt consummation of the Asset Disposition. The Company may not, and may not permit any Restricted Subsidiary to, engage in any Asset Swaps, unless: (1) at the time of entering into the Asset Swap and immediately after giving effect to the Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause ; (2) of Section 4.11(a) above shall be deemed satisfied with respect to any in the event the Asset Disposition in which Swap involves 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. (i) The requirement of clause (2) of Section 4.11(b) 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 transfer by the Company or its any Restricted Subsidiary within of assets having an aggregate fair market value, as determined by the specified time period Board of Directors of the Company in good faith, in excess of $10 million, the terms of the Asset Swap have been approved by a majority of the members of the Board of Directors of the Company; and (3) 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 written opinion from an independent investment banking firm of nationally recognized standing that the Asset Swap is fair to the Company or the Restricted Subsidiary, as the case may be, from a financial point of view. The Company 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 repurchase of Notes pursuant to the Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.07, the Company will comply with the applicable securities laws and regulations and will be deemed not to have breached its obligations under the Indenture by virtue of such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreementcompliance.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company or such Restricted 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) of the shares or other assets subject to such Asset Disposition; and (2) at least 75% of the aggregate consideration received by the Company or such Restricted Subsidiary, as the case may be, from such Asset Disposition and all other Asset Dispositions since the 2019 Notes Issue Date, on a cumulative basis, is in the form of cash or Cash Equivalents or Additional Assets, or any combination thereof. (b) The Net Available Cash from such Asset Disposition may be applied, within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Company or such Restricted Subsidiary, as the case may be: (1) to prepay, repay, redeem or purchase Pari Passu Indebtedness of the Company (including the Notes) 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 the Company or an Affiliate of the Company); provided, however, that, in connection with any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this Section 4.11(b)(15.11(b)(1), 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, redeemed or purchased; or (2) to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets; provided, that pending the final application of any such Net Available Cash in accordance with clause (1) or clause (2) of this Section 4.11(b5.11(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(b5.11(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 Five and Five 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 “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 4.11 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 record date, and no further interest will be 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 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 portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.11 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 each 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 4.115.11, 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 clause (2) of Section 4.11(a5.11(a) above, 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 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 (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)(15.11(b)(1)); and (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of Section 4.11(a5.11(a) above 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. (i) The requirement of clause (2) of Section 4.11(b5.11(b) 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 Company 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 SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. will not, 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 its the Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted 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 fair market value (such Fair Market Value 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), of the shares or other and assets subject to such Asset Disposition; and; (2) unless the Asset Disposition is a Permitted Asset Swap, at least 75% of the aggregate consideration 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, as the case may be, from such 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 Additional Assets, or any combination thereof.Equivalents; and (b3) The an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary, as the case may be appliedbe: (A) to the extent the 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 or purchase Senior Indebtedness of the Company, UPC NL Holdco, an Affiliate Covenant Party or any other Covenant Party (including the Proceeds Loan), or Indebtedness of a Restricted Subsidiary that is not a Covenant Party (in each case other than Indebtedness owed to the Company, UPC NL Holdco, an Affiliate Covenant Party or an Affiliate of the Company) within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Company or such Restricted Subsidiary, as the case may be: (1) to prepay, repay, redeem or purchase Pari Passu Indebtedness of the Company (including the Notes) 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 the Company or an Affiliate of the Company); provided, however, that, in connection with any prepayment, repayment, redemption repayment or purchase of Indebtedness pursuant to this Section 4.11(b)(1clause (a), the Company 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, redeemed repaid or purchased; or (2B) to make capital expenditures the extent the Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary elects to invest in the Oil and Gas Business or commit to invest in Additional AssetsAssets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that any such reinvestment in Additional Assets made pursuant to a definitive agreement or a commitment approved by the Board of Directors or senior management of the Company 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 final application of any such Net Available Cash in accordance with clause (1A) or clause (2B) of this Section 4.11(b4.10(b)(3), the Company Company, UPC NL Holdco, an Affiliate Covenant Party and its the Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this IndentureAgreement. (c) Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied as provided in Section 4.11(b4.10(b)(3) 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”d) to all Holders of Notes and, to To the extent that the Company, UPC NL Holdco or an Affiliate Covenant Party is required by pursuant to the terms of the Indentures (or any similar terms in an instrument or agreement governing Senior Indebtedness other Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring than the Company Finance Documents) to make an offer to purchase 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 Pari Passu Indebtedness with offer to prepay (and shall provide notice of such offer to the proceeds from any Asset Disposition (“Pari Passu Notes”) to purchase the maximum principal amount of Notes and any Facility Agent), such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out a portion of the Excess Proceeds, at an offer price in cash in an Proceeds (the “Prepayment Amount”) that is equivalent to the proportion that the aggregate amount equal to 100% of the principal amount (or, in Outstandings under 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), Facilities bears 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 Senior Indebtedness is available to be purchased on a pro rata basis on the basis applied and is so applied in prepayment of the aggregate principal amount Outstandings plus accrued and unpaid interest owed to each Lender under the Facilities (to the extent that such Lender accepts any such offer of tendered Notes and Pari Passu Notes. prepayment). (e) To the extent that the aggregate principal amount of Notes and Pari Passu Notes so validly tendered and Company, UPC NL Holdco or an Affiliate Covenant Party is not properly withdrawn pursuant required to make an Asset Disposition Offer is less than Excess Proceeds Redemption Offer, the Company, UPC NL Holdco or an Affiliate Covenant Party shall procure that the Excess ProceedsProceeds are applied in prepayment of the Outstandings plus accrued and unpaid interest under one or more Facilities selected by the Company. (f) Following compliance with the requirements of paragraph (d) and (e), 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 “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 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 record date, and no further interest will be 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 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 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 purposes in any case manner not later than five Business Days after the termination of the Asset Disposition Offer Period) mail or deliver to each 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 prohibited 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 Datethis Agreement. (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 clause (2) of this Section 4.11(a) above4.10, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Subordinated Obligations or Disqualified StockObligations) of the Company Company, UPC NL Holdco or an Affiliate Covenant Party 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 Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (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)(14.10(b)(3)(A)); and; (2) 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 converted convertible by the Company Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary into cash or Cash Equivalents within 180 days after receipt thereof. Notwithstanding following the foregoingclosing of such Asset Disposition; (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the 75extent that the Company, UPC NL Holdco, an Affiliate Covenant Party 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; (4) consideration consisting of Indebtedness of the Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary; (5) any Designated Non-Cash Consideration received by the Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value not to exceed 25.0% limitation referred of the consideration from such Asset Disposition (excluding any consideration received from such Asset Disposition in accordance with clauses (1) to in clause (24) of Section 4.11(a4.10(g)) above shall be deemed satisfied (with respect 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 (6) in addition to any Asset Disposition in which the cash or Designated Non-Cash Equivalents portion of the consideration Consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal pursuant to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation. (i) The requirement of clause (25) of Section 4.11(b) above shall be deemed to be satisfied if an agreement (including a lease4.10(g), whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into Designated Non-Cash Consideration received by the Company Company, UPC NL Holdco, an Affiliate Covenant Party or its any Restricted Subsidiary within in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (6) that is at that time outstanding, not to exceed the specified greater of €120.0 million and 5.0% of Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time period received and such Net Available Cash is subsequently applied without giving effect to subsequent changes in accordance with such agreement within six months following such agreementvalue).

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will notnot conduct, and will not permit any of its Restricted Subsidiaries toto conduct, make any an Asset Disposition Sale unless: (1) the Company (or such the Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Disposition Sale at least equal to the Fair Market Value fair market value (such Fair Market Value evidenced by a Board Resolution set forth in an Officers' Certificate delivered to be determined on the date Trustee prior to, or contemporaneously with, the consummation of contractually agreeing to such the Asset DispositionSale) of the shares assets sold or other assets subject to such Asset Dispositionotherwise disposed of; and (2) at least 75% of the aggregate consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, from such Asset Disposition and all other Asset Dispositions since the Issue Date, on a cumulative basis, Subsidiary is in the form of cash or Cash Equivalents Equivalents; provided, however, that the amount of (A) any liabilities (as shown on the Company's or Additional Assetssuch Restricted Subsidiary's most recent balance sheet or in the notes thereto), of the Company or any combination thereof. Restricted Subsidiary (bother than Disqualified Stock and liabilities that are by their terms subordinated to the Securities or the Subsidiary Guarantees that are assumed by the transferee of any such assets), and (B) The Net Available Cash any securities, Securities or other obligations received by the Company or any such Restricted Subsidiary from such Asset Disposition may be applied, within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, transferee that are converted by the Company or such Restricted SubsidiarySubsidiary in a reasonable and prompt manner into cash (to the extent of the cash received), as shall be deemed to be cash for purposes of this provision. Within 180 days after any Asset Sale, the case Company may be: apply the Net Proceeds from such Asset Sale at its option (1a) to prepay, repay, redeem or purchase Pari Passu Indebtedness of the Company (including the Notes) or a Subsidiary Guarantor or any permanently reduce debt outstanding under secured Indebtedness (other than Disqualified Stock) of the Company and/or its Restricted Subsidiaries (and to make corresponding reductions to the commitments in respect thereof) or (b) to make an investment in a Restricted Subsidiary that is not a Subsidiary Guarantor (in each case, excluding Indebtedness owed to business or capital expenditure or other long-term assets of the Company or an Affiliate of the Company); provided, however, that, in connection with any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this Section 4.11(b)(1), the Company or such its 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, redeemed or purchased; or (2) to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets; provided, that pending Subsidiaries. Pending the final application of any such Net Available Cash in accordance with clause (1) or clause (2) of this Section 4.11(b)Proceeds, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Proceeds in Cash in any manner not prohibited by this Indenture. (c) Equivalents. Any Net Available Cash Proceeds from the Asset Dispositions Sale that is are not applied or invested as provided in Section 4.11(b) the first sentence of this paragraph 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 " When the aggregate amount of Excess Proceeds exceeds $25.0 10.0 million, the Company will be required to shall make an offer (“Asset Disposition Offer”) to all Holders holders of Notes notes (an "Asset Sale Offer") and, to the extent required by the terms of other any 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 Sale (“"Pari Passu Notes”") to purchase the maximum principal amount of Notes 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 (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 thereof 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), interest 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)purchase, 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 NotesIndenture. To the extent that the aggregate principal amount of Notes Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Securities and Pari Passu Notes surrendered by holders thereof exceeds the amount of Excess Proceeds, subject the Trustee shall select the Securities and the Pari Passu Notes to the Articles Four and Five of this Indenturebe purchased on a pro rata basis. Upon completion of such Asset Disposition Offeroffer to purchase, even if Securities less than the Excess Proceeds are tendered for purchase, the amount of Excess Proceeds shall be reset at to zero. (d) . The Asset Disposition Sale Offer will shall 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 Sale Offer Period”"). No later than five Business Days after the termination of the Asset Disposition Sale Offer Period (the “"Asset Disposition Sale Purchase Date”"), the Company will purchase the principal amount of Notes Securities and Pari Passu Notes required to be purchased pursuant to this Section 4.11 covenant (the “"Asset Disposition Sale Offer Amount”") or, if less than the Asset Disposition Sale Offer Amount has been so validly tendered and not properly withdrawntendered, all Notes Securities and Pari Passu Notes validly tendered and not properly withdrawn in response to the Asset Disposition Sale Offer. (e) . Payment for any Securities so purchased shall be made in the same manner as interest payments are made. If the Asset Disposition Sale Purchase Date is on or after an interest record date and on or before the related Interest Payment Dateinterest payment date, any accrued and unpaid interest, if any, will interest shall be paid to the Person in whose name a Note Security is registered at the close of business on such record date, and no further additional interest will shall be payable to Holders who tender Securities or holders or lenders who tender Pari Passu Notes pursuant to the Asset Disposition Sale Offer.. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders of the Securities, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.5 and the length of time the Asset Sale Offer shall remain open; (b) the Asset Sale Offer Amount, the purchase price and the Asset Sale Purchase Date; (c) that any Security not tendered or accepted for payment shall continue to accrete or accrue interest; (d) that, unless the Company defaults in making such payment, any Security accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (e) that Holders electing to have a Security purchased pursuant to any Asset Sale Offer shall be required to surrender the Security with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security, to the Company, a depositary, if appointed by the Company, or the Paying Agent at the address specified in the notice at least three days before the Asset Sale Purchase Date; (f) that Holders shall be entitled to withdraw their election if the Company, the depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Asset Sale Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security, the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Security purchased; (g) that, if the aggregate principal amount of Securities and Pari Passu Notes surrendered by holders and lenders, as the case may be, exceeds the Asset Sale Offer Amount, the Company shall select the Securities and Pari Passu Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities and Pari Passu Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and (h) that Holders whose Securities were purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. On or before the Asset Disposition Sale Purchase Date, the Company willshall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Sale Offer Amount of Notes Securities and Pari Passu Notes or portions of Notes Securities and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Sale Offer, or if less than the Asset Disposition Sale Offer Amount has been validly tendered and not properly withdrawn, all Notes Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. The Company will 1,000, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Securities and Pari Passu Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.11 and, in addition3.5. The Company, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company depositary or the paying agentPaying Agent, as the case may be, will shall promptly (but in any case not later than five Business Days days after the termination of the Asset Disposition Offer PeriodSale Purchase Date) mail or deliver to each 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 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 shall promptly issue a new NoteSecurity, and the Trustee, upon delivery of an Officers’ Certificate written request from the Company, will Company shall authenticate and mail or deliver such new Note Security to such Holder, in a principal amount equal to any unpurchased portion of the Note Security surrendered; provided, provided that each such new Note Security will be in a minimum principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess of $2,0001,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Note Security or Pari Passu Note, as the case may be, not so accepted will shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will shall publicly announce the results of the Asset Disposition Sale Offer on the Asset Disposition Sale Purchase Date. (g) . The Company will comply, to the extent applicable, comply with the requirements of Rule 14e-1 of under the Exchange Act and any other securities laws or and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes the Securities pursuant to an the Asset Disposition Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.11the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this described in the Indenture by virtue of its compliance with such securities laws or regulationsthe conflict. (h) For the purposes of clause (2) of Section 4.11(a) above, 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 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 (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, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of Section 4.11(a) above 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. (i) The requirement of clause (2) of Section 4.11(b) 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 Company 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 will shall not, and will shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: unless (1i) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value, as determined in good faith by the Company's senior management or the Board of Directors (such Fair Market Value including as to be determined on the date value of contractually agreeing to such Asset Disposition) all non-cash consideration), of the shares or other and assets subject to such Asset Disposition; and (2ii) at least 75% of the aggregate consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Subsidiary, as the case may be) (A) first, from such Asset Disposition and all other Asset Dispositions since to the Issue Date, on a cumulative basis, is in extent the form of cash or Cash Equivalents or Additional Assets, Company or any combination thereof. Subsidiary elects (bor is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay or purchase (x) The Net Available Cash from such Asset Disposition may be applied, Senior Indebtedness or Guarantor Senior Indebtedness or (y) Indebtedness of a Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Company) within 365 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, by within one year from the Company 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 investment in or such Restricted Subsidiary, as the case may be: acquisition of Additional Assets or (1y) to prepay, repay, redeem repay or purchase Pari Passu (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 45 days after the later of the application of Net Available Cash in accordance with clauses (A) and (B) and the date 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) and 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), (B), (C) and (D), to (w) the investment in or acquisition of Additional Assets; (x) the making of Temporary Cash Investments, (y) the prepayment, repayment or purchase of Indebtedness of the Company (including the Notes) or a Indebtedness of any 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 the Company Company) or an Affiliate (z) any other purpose otherwise permitted under this Indenture, in each case within the later of 45 days after the Companyapplication 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 Net Available Cash; provided, however, that, in connection with any prepayment, repayment, redemption repayment or purchase of Indebtedness pursuant to this Section 4.11(b)(1clauses (A), (B), (C), (D) or (E) above, the Company or such Restricted Subsidiary will shall retire such Indebtedness and will shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed repaid or purchased; or (2) . Notwithstanding the foregoing provisions, the Company and its Subsidiaries shall not be required to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets; provided, that pending the final application of apply any such Net Available Cash in accordance with clause (1) or clause (2) of this Section 4.11(b), herewith except to 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 extent that the aggregate Net Available Cash from all Asset Dispositions that is which are not applied or invested in accordance with this covenant at any time exceed $10.0 million. The Company shall not be required to make an offer for Securities pursuant to this covenant if the Net Available Cash available therefor (after application of the proceeds as provided in Section 4.11(bclauses (A), (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 from any subsequent Asset Disposition). For the purposes of this covenant, the following will be deemed to constitute “Excess Proceeds.” Not later than be cash: (x) the 366th day from assumption by the later transferee of Senior Indebtedness of the date Company or Indebtedness of any Subsidiary of the Company and the release of the Company or such 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 (y) securities received by the Company or any Subsidiary from the receipt transferee that are promptly converted by the Company or such Subsidiary into cash. (b) In the event of such Net Available Cash, if an Asset Disposition that requires the aggregate amount purchase of Excess Proceeds exceeds $25.0 millionSecurities pursuant to Section 4.6(a)(iii)(D), the Company will be required to make purchase Securities tendered pursuant to an offer (“Asset Disposition Offer”) to all Holders of Notes and, to the extent required by the terms Company for the Securities (the "Offer") at a purchase price 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 their 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 purchase 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 (including prorating in the event of oversubscription) set forth in this Indenture Section 4.6(c). If the aggregate purchase price of the Securities tendered pursuant to the Offer is less than the Net Available Cash allotted to the purchase of the Securities, the Company will apply the remaining Net Available Cash in accordance with Section 4.6(a)(iii)(E). (1) Promptly, and in any event within 10 days after the Company 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 the agreements governing event the Pari Passu Notes, as applicable, Offer is oversubscribed) in each case in minimum principal amount of $2,000 and 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"). 62 (2) Not later than the date upon which such written notice of an Offer is delivered to the Trustee and the Holders, the Company shall deliver to the Trustee an Officers' Certificate setting forth (i) the amount of the Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Dispositions as a result of which such Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.6(a). Upon the expiration of the period (the "Offer Period") for which the Offer remains 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 to each tendering Holder in excess the amount of $2,000the purchase price of the Securities tendered by such Holder to the extent such funds are available to the Trustee. (3) Holders electing to have a Security purchased will be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice prior to the expiration of the Offer Period. Each Holder will be entitled to withdraw its election if the Trustee or the Company receives, not later than one Business Day prior to the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter from such Holder setting forth the name of such Holder, the principal amount of the Security or Securities which were delivered for purchase by 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 Notes Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by Holders or lenders, collectively, exceeds the amount of Excess ProceedsOffer Amount, the Trustee Company shall select the Notes Securities to be purchased on a pro rata basis on (with such adjustments as may be deemed appropriate by the basis 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 will be issued new Securities equal in principal amount to the unpurchased portion 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 zeroSecurities surrendered. (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 will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 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 record date, and no further interest will be 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 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 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 each 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 Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes Securities pursuant to an Asset Disposition Offerthis Section 4.6. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.114.6, 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 regulationsthereof. (h) For the purposes of clause (2) of Section 4.11(a) above, 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 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 (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, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of Section 4.11(a) above 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. (i) The requirement of clause (2) of Section 4.11(b) 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 Company 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 Company, UPC NL Holdco and an Affiliate Covenant Party will not, and will not permit any of its the Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted 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 fair market value (such Fair Market Value 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), of the shares or other and assets subject to such Asset Disposition; and; (2) unless the Asset Disposition is a Permitted Asset Swap, at least 75% of the aggregate consideration 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, as the case may be, from such 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 Additional Assets, or any combination thereof.Equivalents; and (b3) The an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary, as the case may be appliedbe: (A) to the extent the 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 or purchase Senior Indebtedness of the Company, UPC NL Holdco, an Affiliate Covenant Party or any other Obligor, or Indebtedness of a Restricted Subsidiary that is not an Obligor (in each case other than Indebtedness owed to the Company, UPC NL Holdco, an Affiliate Covenant Party or an Affiliate of the Company) within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Company or such Restricted Subsidiary, as the case may be: (1) to prepay, repay, redeem or purchase Pari Passu Indebtedness of the Company (including the Notes) 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 the Company or an Affiliate of the Company); provided, however, that, in connection with any prepayment, repayment, redemption repayment or purchase of Indebtedness pursuant to this Section 4.11(b)(1clause (A), the Company 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, redeemed repaid or purchased; or (2B) to make capital expenditures the extent the Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary elects to invest in the Oil and Gas Business or commit to invest in Additional AssetsAssets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that any such reinvestment in Additional Assets made pursuant to a definitive agreement or a commitment approved by the Board of Directors or senior management of the Company 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 final application of any such Net Available Cash in accordance with clause (1A) or clause (2B) of this Section 4.11(b4.10(a)(3), the Company Company, UPC NL Holdco, an Affiliate Covenant Party and its the Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this IndentureAgreement. (cb) Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied as provided in Section 4.11(b4.10(a)(3) 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”c) to all Holders of Notes and, to To the extent that the Company, UPC NL Holdco or an Affiliate Covenant Party is required by pursuant to the terms of the Indentures (or any similar terms in an instrument or agreement governing Senior Indebtedness other Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring than the Company Finance Documents) to make an offer to purchase 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 Pari Passu Indebtedness with offer to prepay (and shall provide notice of such offer to the proceeds from any Asset Disposition (“Pari Passu Notes”) to purchase the maximum principal amount of Notes and any Facility Agent), such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out a portion of the Excess Proceeds, at an offer price in cash in an Proceeds (the “Prepayment Amount”) that is equivalent to the proportion that the aggregate amount equal to 100% of the principal amount (or, in Outstandings under 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), Facilities bears 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 Senior Indebtedness is available to be purchased on a pro rata basis on the basis applied and is so applied in prepayment of the aggregate principal amount Outstandings plus accrued and unpaid interest owed to each Lender under the Facilities (to the extent that such Lender accepts any such offer of tendered Notes and Pari Passu Notes. prepayment). (d) To the extent that the aggregate principal amount of Notes and Pari Passu Notes so validly tendered and Company, UPC NL Holdco or an Affiliate Covenant Party is not properly withdrawn pursuant required to make an Asset Disposition Offer is less than Excess Proceeds Redemption Offer, the Company, UPC NL Holdco or an Affiliate Covenant Party shall procure that the Excess ProceedsProceeds are applied in prepayment of the Outstandings plus accrued and unpaid interest under one or more Facilities selected by the Company. (e) Following compliance with the requirements of paragraph (d) and (e), the Company may use any remaining Excess Proceeds for general corporate purposes, subject to the Articles Four and Five of purposes in any manner not prohibited by 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 “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 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 record date, and no further interest will be payable to Holders who tender Notes pursuant to the Asset Disposition OfferAgreement. (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 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 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 each 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 clause (2) of this Section 4.11(a) above4.10, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Subordinated Obligations or Disqualified StockObligations) of the Company Company, UPC NL Holdco, or an Affiliate Covenant Party 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 Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (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)(14.10(a)(3)(A)); and; (2) 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 converted convertible by the Company Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary into cash or Cash Equivalents within 180 days after receipt thereof. Notwithstanding following the foregoingclosing of such Asset Disposition; (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the 75extent that the Company, UPC NL Holdco, an Affiliate Covenant Party 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; (4) consideration consisting of Indebtedness of the Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary; (5) any Designated Non-Cash Consideration received by the Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value not to exceed 25.0% limitation referred of the consideration from such Asset Disposition (excluding any consideration received from such Asset Disposition in accordance with clauses (1) to in clause (24) of Section 4.11(a4.10(f)) above shall be deemed satisfied (with respect 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 (6) in addition to any Asset Disposition in which the cash or Designated Non-Cash Equivalents portion of the consideration Consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal pursuant to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation. (i) The requirement of clause (25) of Section 4.11(b) above shall be deemed to be satisfied if an agreement (including a lease4.10(f), whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into Designated Non-Cash Consideration received by the Company Company, UPC NL Holdco, an Affiliate Covenant Party or its any Restricted Subsidiary within in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (6) that is at that time outstanding, not to exceed the specified greater of €120.0 million and 5.0% of Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time period received and such Net Available Cash is subsequently applied without giving effect to subsequent changes in accordance with such agreement within six months following such agreementvalue).

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company or such Restricted 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, as determined in good faith by the Board of Directors (such Fair Market Value including as to be determined on the date value of contractually agreeing to such Asset Disposition) all non-cash consideration), of the shares or other and assets subject to such Asset Disposition; and; (2) at least 75% of the aggregate consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, from such Asset Disposition and all other Asset Dispositions since the Issue Date, on a cumulative basis, is in the form of cash or cash, Cash Equivalents or Additional Assets, or any combination thereof.; and (b3) The 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 appliedbe: (a) 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 or purchase Senior Indebtedness or Indebtedness (other than any Preferred Stock) of the Company or Secured Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Company or such Restricted Subsidiary, as the case may be: (1) to prepay, repay, redeem or purchase Pari Passu Indebtedness of the Company (including the Notes) 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 the Company or an Affiliate of the Company); provided, however, that, in connection with any prepayment, repayment, redemption repayment or purchase of Indebtedness pursuant to this Section 4.11(b)(1clause (a), the Company or such Restricted Subsidiary will retire such Indebtedness Indebtedness, and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed repaid or purchasedrepurchased; orand (2b) to make capital expenditures in the Oil and Gas Business extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets; provided, that pending Assets within 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash. Pending the final application of any such Net Available Cash in accordance with clause (1) or clause (2) of this Section 4.11(b)Cash, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness its revolving credit borrowings or otherwise invest such Net Available Cash in any manner that is not prohibited by this Indenture. (cb) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.11(b3.8(a)(3) will be deemed to constitute “"Excess Proceeds.” Not later than " On the 366th 361st day from the later of the date of such after an Asset Disposition or the receipt of such Net Available Cash(or, 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 there exists any Senior Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Pari Passu 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 Notes Securities and any such Pari Passu Notes 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 (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 thereof 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), interest 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)purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu NotesSecurities, 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 Securities and Pari Passu Notes Securities so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company Issuers may use any remaining Excess Proceeds for general corporate or partnership purposes, subject to the Articles Four and Five of 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. (d1) 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 Issuers will purchase the principal amount of Notes Securities and Pari Passu Notes required to be purchased pursuant to this Section 4.11 3.8 (the “"Asset Disposition Offer Amount”") or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawntendered, all Notes Securities and Pari Passu Notes validly tendered and not properly withdrawn in response to the Asset Disposition Offer. (e2) If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related Interest Payment Dateinterest payment date, any accrued and unpaid interest, if any, interest will be paid to the Person in whose name a Note Security is registered at the close of business on such record date, and no further additional interest will be payable to Holders of the Securities who tender Notes Securities pursuant to the Asset Disposition Offer. (f3) On or before the Asset Disposition Purchase Date, the Company Issuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes Securities and Pari Passu Notes or portions of Notes 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 Notes Securities and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,0001,000. The Company Issuers will deliver to the Trustee an Officers’ ' Certificate stating that such Notes Securities or portions thereof were accepted for payment by the Company Issuers in accordance with the terms of this Section 4.11 3.8 and, in addition, the Company Issuers will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company Issuers or the paying agentPaying 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 each tendering Holder of Notes Securities or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Notes 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 Issuers for purchase, and the Company Issuers will promptly issue a new NoteSecurity, and the Trustee, upon delivery of an Officers’ ' Certificate from the Company, Issuers will authenticate and mail or deliver such new Note Security to such Holder, in a principal amount equal to any unpurchased portion of the Note Security surrendered; provided, provided that each such new Note Security will be in a minimum principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess of $2,0001,000. In addition, the Company or the Issuers will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Note Security not so accepted will be promptly mailed or delivered by the Company Issuers to the Holder thereof. The Company Issuers 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. (hd) For the purposes of clause (2) of this Section 4.11(a) above3.8, the following will be deemed to be 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 Restricted Subsidiary (other than Guarantor Subordinated Obligations or Disqualified Stock Preferred Stock) of any Restricted Subsidiary that is a Subsidiary Guarantor) 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 (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)3.8(a)(3)(a) above); and (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary of the Company from the transferee that are converted promptly by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of Section 4.11(a) above 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% limitationcash. (ie) The requirement Issuers will comply, to the extent applicable, with the requirements of clause (2Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section 4.11(b) above shall 3.8. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.8, the Company will comply with the applicable securities laws and regulations and will not 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 have breached its obligations under this Indenture by the Company 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 agreementvirtue of any conflict.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, consummate any Asset Disposition unless: (1i) the Company or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (such Fair Market Value including as to be determined on the date value of contractually agreeing to such Asset Dispositionall non-cash consideration) of the shares or other and assets subject to such Asset Disposition; and (2ii) at least 75% of the aggregate consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or Temporary Cash Investments. Within 450 days after the receipt of any Net Available Cash from such Asset Disposition (or, in the case of a Designated Foreign Asset Disposition, within the time period specified in the definition thereof), the Company or the applicable Restricted Subsidiary, as the case may be, from such Asset Disposition and all other Asset Dispositions since shall apply the Issue Date, on a cumulative basis, is in the form of cash or Cash Equivalents or Additional Assets, or any combination thereof. (b) The Net Available Cash from such Asset Disposition may be applied, within 365 days from Disposition: (A) to reduce the later outstanding principal amount of Credit Facility Indebtedness; (B) to reduce the outstanding principal amount of any other Senior Indebtedness of the date of such Asset Disposition Company or a Subsidiary Guarantor; provided, however, that to the receipt of such Net Available Cash, by extent the Company or such Restricted SubsidiarySubsidiary Guarantor repays any such other Senior Indebtedness, as the case may be: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; (1C) to prepay, repay, redeem or purchase Pari Passu reduce the outstanding principal amount of Indebtedness of the Company (including the Notes) or a Subsidiary Guarantor or any Indebtedness (other than Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor Guarantor; (D) to acquire Additional Assets; or (E) to make capital expenditures that are used or useful in each casea Related Business, excluding in the case of clauses (A), (B), and (C) other than Indebtedness owed to the Company or an Affiliate of the Company); providedprovided 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, however, that, that (x) such acquisition or capital expenditure is consummated within 545 days after the later of the receipt of such Net Available Cash or the date of such Asset Disposition and (y) if such acquisition or capital expenditure is not consummated within the period set forth in connection with any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this Section 4.11(b)(1subclause (x), the Net Available Cash not so applied will be deemed to constitute Excess Proceeds under Section 4.06(b). Notwithstanding the foregoing provisions of this Section 4.06, the Company or such and the Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) Subsidiaries shall not be required to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; or (2) to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets; provided, that pending the final application of apply any such Net Available Cash in accordance with clause (1) or clause (2) of this Section 4.11(b)4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.06 exceeds $50,000,000. Pending application of Net Available Cash pursuant to this Section 4.06, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash shall be invested in any manner not prohibited by this IndentureTemporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. (cb) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.11(b4.06(a) will be deemed to shall 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 When the aggregate amount of Excess Proceeds exceeds $25.0 million75,000,000, the Company will be required to shall make an offer (an “Asset Disposition Offer”) to all Holders of Notes the Securities and, to at the extent required by the terms of other Pari Passu IndebtednessCompany’s election, to all holders of other Pari Passu Senior 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 or redeem the maximum principal amount of Notes Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies other Senior Indebtedness that may be purchased out of the amount of such Excess Proceeds, at an . The offer price in cash in an amount any Asset Disposition Offer shall be 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 Securities and/or any such Senior Indebtedness 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), interest 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)purchase, and shall be payable in cash in accordance with the procedures (including prorating in the event of oversubscription) 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 $2,000other Senior Indebtedness. If the aggregate principal amount purchase price of Notes surrendered by Holders thereof and other Pari Passu Notes surrendered by Holders or lenders, collectively, Indebtedness tendered exceeds the amount of Excess Proceeds, the Trustee shall select the Notes Indebtedness to be purchased on a pro rata basis on but in round denominations, which, in the basis case 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 ProceedsSecurities, 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 “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 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 record date, and no further interest will be 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 each case in minimum principal amount denominations of $2,000 and principal amount or 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 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 each 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 clause (2) of Section 4.11(a) above, 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 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 (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, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of Section 4.11(a) above 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. (i) The requirement of clause (2) of Section 4.11(b) 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 Company 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.excess

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company or such Restricted 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) of the shares or other assets subject to such Asset Disposition; and (2) at least 75% of the aggregate consideration received by the Company or such Restricted Subsidiary, as the case may be, from such 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 Additional Assets, or any combination thereof. (b) The Net Available Cash from such Asset Disposition may be applied, within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Company or such Restricted Subsidiary, as the case may be: (1) to prepay, repay, redeem or purchase Pari Passu Indebtedness of the Company (including the Notes) or a Subsidiary Guarantor (other than Subordinated Obligations, Guarantor Subordinated Obligations or Disqualified Stock) or any Indebtedness (other than Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor (in each case, excluding Indebtedness owed to the Company or an Affiliate of the Company); provided, however, that, in connection with any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this Section 4.11(b)(1clause (b), 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, redeemed or purchased; or (2) to make capital expenditures in the Oil and Gas Business or to invest in or acquire Additional Assets; provided, that (i) pending the final application of any such Net Available Cash in accordance with clause (1a) or clause (2b) of this Section 4.11(b)4.13, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this IndentureIndenture 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 4.11(b4.13(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 IndebtednessIndebtedness or Indebtedness secured by Prior Liens (collectively, “Subject Debt”), to all holders of other Pari Passu Indebtedness Subject Debt outstanding with similar provisions requiring the Company to make an offer to purchase such Pari Passu Indebtedness Subject Debt with the proceeds from any Asset Disposition (“Pari Passu Notes”) to purchase the maximum principal amount of Notes and any such Pari Passu Notes 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 Pari Passu Indebtedness of the Company Subject Debt was issued with significant original issue discount, 100% of the accreted value thereof) of the Notes and Pari Passu Notes Subject Debt plus accrued and unpaid interest, if any (or in respect of such Pari Passu IndebtednessSubject 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 Pari Passu NotesSubject 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 Pari Passu Notes 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 Pari Passu NotesSubject Debt. To the extent that the aggregate principal amount of Notes and Pari Passu Notes 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 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 “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Pari Passu Notes Subject Debt required to be purchased pursuant to this Section 4.11 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 Pari Passu Notes 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 record date, and no further interest will be 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 Subject Debt or portions of Notes and Pari Passu Notes 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 Pari Passu Notes Subject Debt so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.11 4.13 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu NotesSubject 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 each tendering Holder of Notes or holder or lender of Pari Passu NotesSubject Debt, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Notes 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 Pari Passu NotesSubject 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 4.114.13, 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 clause (2) of Section 4.11(a4.13(a) above, 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 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 (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)(14.13(b)(1)); and (2) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of Section 4.11(a4.13(a) above 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. (i) The requirement of clause (2) of Section 4.11(b4.13(b) 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 Company 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 will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1i) the Company or such the Restricted Subsidiary, as the case may be, receives consideration at the time of such the Asset Disposition at least equal to the Fair Market Value fair market value of the assets subject to the Asset Disposition (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Disposition) ), as determined in good faith by senior management of the shares or other assets subject Company or, if the consideration with respect to such Asset DispositionDisposition exceeds $10,000,000, the Board of Directors of the Company (including as to the value of all non-cash consideration); and (2ii) at least 75% of the aggregate consideration from the Asset Disposition received by the Company or the Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. (b) The Company or such Restricted Subsidiary, as the case may be, from such Asset Disposition and may elect to apply all other Asset Dispositions since the Issue Date, on a cumulative basis, is in the form of cash or Cash Equivalents or Additional Assets, or any combination thereof. (b) The portion of the Net Available Cash from such Asset Disposition may be appliedeither: (i) to prepay, repay, purchase, repurchase, redeem, defease or otherwise acquire or retire Second Lien Term Loans, the Notes, loans under the First Lien Credit Agreements, Existing 2015 Senior Notes, Existing 2016 Senior Notes or Existing Subordinate Notes within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Company or such Restricted Subsidiary, as the case may be: (1) to prepay, repay, redeem or purchase Pari Passu Indebtedness of the Company (including the Notes) 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 the Company or an Affiliate of the Company); provided, however, that, in connection with any prepayment, repayment, redemption purchase, repurchase, redemption, defeasance, or purchase acquisition of Indebtedness pursuant to this Section 4.11(b)(1clause (i), the Company or such Restricted Subsidiary will retire such Indebtedness and and, in the case of revolving Indebtedness, will cause the related commitment (if any) to be permanently reduced in by an amount equal to the principal amount so prepaid, repaid, redeemed or purchasedretired; or (2ii) to make capital expenditures in the Oil and Gas Business or to invest in Additional AssetsAssets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; providedprovided that, that pending the final application of any such Net Available Cash in accordance with clause subclauses (1i) or clause (2ii) of this Section 4.11(bclause (b), the Company and its Restricted Subsidiaries may temporarily reduce Senior 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(b5.06(b) will be deemed to constitute “Excess Proceeds.” Not later than On the 366th day from the later of the date of such after an Asset Disposition or the receipt of such Net Available CashDisposition, if the aggregate amount of Excess Proceeds exceeds $25.0 million20,000,000, the Company will be required to must make an offer (an “Asset Disposition Offer”) to all Holders of Notes and, 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 IndebtednessDebt (collectively, the “Subject Debt”), to all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring the Company such Subject Debt, to make an offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”) to prepay or purchase the maximum principal amount of Notes and any such Pari Passu Notes 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 (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 such Subject Debt 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), interest 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)purchase, in accordance with the procedures set forth in this Indenture Indenture, the Second Lien Term Loan Agreement or the agreements governing the Pari Passu Notesother Subject Debt, as applicable, in each the case of the Notes, in minimum amounts equal to $2,000 or an integral multiple of $1,000 in excess thereof; provided that any unpurchased portion of a note must be in a principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof; provided, further, that any such Asset Disposition Offer may be deferred if (but only for so long as) the Company reasonably anticipates that no redemption of $2,000. If Notes and Subject Debt pursuant thereto would be permitted on the Asset Disposition Purchase Date (as defined below) under the U.S. First Lien Credit Agreement (and the Company agrees that during the period of any such deferral, the aggregate principal amount of Notes surrendered cash and Cash Equivalents held by Holders thereof the Company and other Pari Passu Notes surrendered by Holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee its Subsidiaries 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 Notesnot exceed $25,000,000). To the extent that the aggregate principal amount of Notes and Pari Passu Notes 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 Company may use any remaining Excess Proceeds for general corporate purposes, subject to the Articles Four other covenants contained in this Indenture. If the aggregate principal amount of Notes surrendered by Holders and Five other Subject Debt offered for prepayment or surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, Holders of tendered Notes will receive their ratable portion of such proceeds and the Trustee shall select the Notes to be prepaid or purchased pro rata on the basis of the aggregate principal amount of tendered Notes, subject to such adjustments as shall be permitted by this Indenture. Upon completion of such the Asset Disposition Offer, the amount of Excess Proceeds shall will be reset at zero. (d) The Asset Disposition Offer will remain open for . For the avoidance of doubt, in the event any Subject Debt requires a period prepayment of 20 Business Days following its commencement, except Indebtedness rather than an offer 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”)prepay or repurchase Indebtedness, the Company will purchase the principal amount of Notes and Pari Passu Notes required foregoing references to offers shall be purchased pursuant deemed to this Section 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 refer 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 record date, and no further interest will be 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 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 portions thereof were accepted for payment by the Company prepayments made in accordance with the terms of this Section 4.11 and, in addition, the Company will deliver all certificates and notes required, such Subject Debt; 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 each 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 other Subject Debt provide for a longer period for an offer to remain open 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 clause (2) of Section 4.11(a) above, the following will be deemed for payment to be cash: made than is provided hereunder (the “Later Debt”), then (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 (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, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of Section 4.11(a) above 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 Excess Proceeds that would be paid to holders of the foregoing provision on an after-tax basis, is equal to or greater than what Later Debt if all such holders accepted the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation. (i) The requirement of clause (2) of Section 4.11(b) above offer shall be deemed to be satisfied if an agreement set aside (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 specified time period and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement.“Later Debt Proceeds”),

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will On and after the Escrow Release Date, the Issuer shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, consummate any Asset Disposition unless: (1i) the Company Issuer or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (such Fair Market Value including as to be determined on the date value of contractually agreeing to such Asset Dispositionall non-cash consideration) of the shares or other and assets subject to such Asset Disposition; and (2ii) at least 75% of the aggregate consideration thereof received by the Company Issuer or such Restricted Subsidiary is in the form of cash or Temporary Cash Investments. Within 365 days after the receipt of any Net Available Cash from such Asset Disposition, the Issuer or the applicable Restricted Subsidiary, as the case may be, from such 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 Additional Assets, or any combination thereof. (b) The Net Available Cash from such Asset Disposition may be applied, within 365 days from the later of the date of such Asset Disposition or the receipt of shall apply such Net Available Cash, by the Company or such Restricted Subsidiary, as the case may be: (1A) to prepayreduce Obligations with respect to Credit Facility Indebtedness and, repayin the case of revolving loans, redeem or purchase Pari Passu Indebtedness of the Company to correspondingly reduce commitments with respect thereto; (including the NotesB) or a Subsidiary Guarantor or any to reduce Obligations under Indebtedness (other than Disqualified StockSubordinated 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 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 Subsidiary 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 useful in each casea Related Business or that replace the businesses, excluding properties and/or assets that are the subject of such Asset Disposition; in the case of clause (A), (B), (C) and (D), other than Indebtedness owed to the Company Issuer or an Affiliate of the Company)Issuer; provided, however, provided that, a binding commitment to apply any Net Available Cash for purposes specified in connection with any prepayment, repayment, redemption clauses (E) or purchase (F) above entered into in good faith by the Issuer or a Restricted Subsidiary prior to the expiration of Indebtedness pursuant the relevant 365-day period will extend such period by an additional 180 days to the extent of the Net Available Cash covered thereby. Notwithstanding the foregoing provisions of this Section 4.11(b)(14.06(a), the Company or such Issuer and the Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) Subsidiaries shall not be required to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; or (2) to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets; provided, that pending the final application of apply any such Net Available Cash in accordance with clause (1) or clause (2) of this Section 4.11(b)4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.06 exceeds $50 million. Pending application of Net Available Cash pursuant to this Section 4.06, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenturemay be utilized for general corporate purposes, including repayment of revolving credit borrowings. (cb) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.11(b4.06(a) will be deemed to shall 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 When the aggregate amount of Excess Proceeds exceeds $25.0 50 million, the Company will be required to Issuer shall make an offer (an “Asset Disposition Offer”) to all Holders of Notes (with a copy to the Trustee) and, to at the extent required by the terms of other Pari Passu IndebtednessIssuer’s election, to all holders of other Pari Passu Senior 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 or redeem the maximum principal amount of Notes and any such Pari Passu Notes to which the Asset Disposition Offer applies other Senior Indebtedness that may be purchased out of the amount of such Excess Proceeds, at an . The offer price in cash in an amount any Asset Disposition Offer shall be 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 and/or any such Senior Indebtedness 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), interest 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)purchase, and shall be payable in cash in accordance with the procedures (including prorating in the event of oversubscription) 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 $2,000other Senior Indebtedness. If the aggregate principal amount purchase price of Notes surrendered by Holders thereof and other Pari Passu Notes surrendered by Holders or lenders, collectively, Indebtedness tendered exceeds the amount of Excess Proceeds, the Trustee shall select the Notes Notes, and the trustee or agent for the other Senior Indebtedness shall select such other Senior Indebtedness to be purchased on a pro rata basis on basis, but in round denominations, which, in the basis case of the aggregate Notes, shall be denominations of $2,000 principal amount or integral multiples 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$1,000 in excess thereof. Upon completion of such each Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zerozero and, so long as all such Notes and such other Senior Indebtedness validly tendered and not withdrawn pursuant to such offer are purchased by the Issuer in compliance with this Section 4.06, any excess of the offer amount over the amount applied to purchase Notes (and such other Senior 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 4.06 with respect to any Net Available Cash by making an Asset Disposition Offer with respect to such Net Available Cash prior to the expiration of the relevant 365 days (or extended period provided above) or with respect to Excess Proceeds of $50 million or less, including by making an offer to purchase Notes pursuant to clause (C) of the second paragraph of Section 4.06(a). (di) The Promptly after the Issuer becomes obligated to make an Asset Disposition Offer will remain open for a period of 20 Business Days following its commencementOffer, except the Issuer shall be obligated to deliver to the extent Trustee and send, by first-class mail or electronically to each Holder, a written notice stating that a longer period is required the Holder may elect to have his Notes purchased by applicable law the Issuer either in whole or in part (subject to prorating as described in 4.06(b) in the “Asset Disposition Offer Period”). No later than five Business Days after the termination of event the Asset Disposition Offer Period is oversubscribed) in denominations of $2,000 of principal amount or any whole integral multiple of $1,000 in excess thereof, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes ) and Pari Passu Notes required shall contain all instructions and materials necessary to be purchased pursuant to this Section 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 record date, and no further interest will be payable to Holders who tender Notes pursuant to the Asset Disposition Offer, together with the address referred to in clause (iii) below. (fii) On or before Not later than 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 date upon which written notice of an 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 is delivered to the Asset Disposition OfferTrustee as provided above, 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 each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. The Company will Issuer shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by as to (A) 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 amount of the Asset Disposition Offer (the “Offer Amount”), including information as to any other 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 4.06(a). Upon the expiration of the period for which the Asset Disposition Offer remains open (the “Offer Period) mail or ”), the Issuer shall deliver to each 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 Trustee for cancellation the Notes or Pari Passu Notes so validly portions thereof that have been properly tendered to and not properly withdrawn by such holder or lender, as the case may be, and are to be accepted by the Company for purchase, and Issuer. (iii) Holders electing to have a Note purchased shall be required to surrender the Company will promptly issue a new Note, and with an appropriate form duly completed, to the TrusteeIssuer at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the Purchase Date, upon delivery a telex, facsimile or electronic transmission or letter setting forth the name of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Note to such Holder, in a the principal amount of the Note which was delivered by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Note purchased. If at the expiration of the Offer Period the aggregate principal amount of Notes included in the Asset Disposition Offer surrendered by holders thereof exceeds the Offer Amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000, or 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 Notes are purchased only in part shall be issued new Notes equal in principal amount to any the unpurchased portion of the Note Notes surrendered; provided, provided that each such new Note will shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notesthereof. Any Note not so accepted will shall be promptly mailed or delivered by the Company Issuer to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. (giv) On the purchase date, all Notes purchased by the Issuer under this Section 4.06 shall be delivered by the Issuer to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto (subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date). (d) The Company will Issuer shall comply, to the extent applicable, with the requirements of Rule 14e-1 Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offerthis Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.114.06, the Company will Issuer shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Indenture Section 4.06 by virtue of its compliance with such securities laws or regulations. (he) For the purposes of clause (2) of this Section 4.11(a) above4.06, the following will be are deemed to be cashcash or Temporary Cash Investments: (1i) the assumption by the transferee or discharge of Indebtedness of the Issuer or any Restricted Subsidiary (other than Subordinated Obligations or Disqualified Stock) Obligations in respect of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Subordinated Obligations or Disqualified Stock of any Restricted Subsidiary that is the Issuer or Preferred Stock of a Subsidiary Guarantor) and the release of the Company Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (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)); andDisposition; (2ii) 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 Company Issuer or any Restricted Subsidiary from the transferee that are converted by the Company Issuer or such Restricted Subsidiary into cash or Temporary Cash Investments (to the extent of the Temporary Cash Investments received) within 180 days after receipt thereof. Notwithstanding the foregoingdate of the applicable Asset Disposition, to the 75% limitation referred to in clause (2) extent of Section 4.11(a) above shall be deemed satisfied with respect to any Asset Disposition in which the cash received in that conversion; and (iv) any Designated Noncash Consideration received by the Issuer or Cash Equivalents portion any of the consideration received therefrom, determined its Restricted Subsidiaries 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 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 aforementioned 75% limitationFair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). (i) The requirement of clause (2) of Section 4.11(b) 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 Company 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 will On and after the Escrow Release Date, the Issuer shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, consummate any Asset Disposition unless: (1i) the Company Issuer or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (such Fair Market Value including as to be determined on the date value of contractually agreeing to such Asset Dispositionall non-cash consideration) of the shares or other and assets subject to such Asset Disposition; Disposition; and (2ii) at least 75% of the aggregate consideration thereof received by the Company Issuer or such Restricted Subsidiary is in the form of cash or Temporary Cash Investments. Within 365 days after the receipt of any Net Available Cash from such Asset Disposition, the Issuer or the applicable Restricted Subsidiary, as the case may be, from such 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 Additional Assets, or any combination thereof. (b) The Net Available Cash from such Asset Disposition may be applied, within 365 days from the later of the date of such Asset Disposition or the receipt of shall apply such Net Available Cash, by the Company or such Restricted Subsidiary, as the case may be: (1A) to prepayreduce Obligations with respect to Credit Facility Indebtedness and, repayin the case of revolving loans, redeem or purchase Pari Passu Indebtedness of the Company to correspondingly reduce commitments with respect thereto; (including the NotesB) or a Subsidiary Guarantor or any to reduce Obligations under Indebtedness (other than Disqualified StockSubordinated 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 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 Subsidiary 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 useful in each casea Related Business or that replace the businesses, excluding properties and/or assets that are the subject of such Asset Disposition; in the case of clause (A), (B), (C) and (D), other than Indebtedness owed to the Company Issuer or an Affiliate of the Company); provided, however, Issuer; provided that, a binding commitment to apply any Net Available Cash for purposes specified in connection with any prepayment, repayment, redemption clauses (E) or purchase (F) above entered into in good faith by the Issuer or a Restricted Subsidiary prior to the expiration of Indebtedness pursuant the relevant 365-day period will extend such period by an additional 180 days to the extent of the Net Available Cash covered thereby. Notwithstanding the foregoing provisions of this Section 4.11(b)(14.06(a), the Company or such Issuer and the Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) Subsidiaries shall not be required to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; or (2) to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets; provided, that pending the final application of apply any such Net Available Cash in accordance with clause (1) or clause (2) of this Section 4.11(b)4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.06 exceeds $50 million. Pending application of Net Available Cash pursuant to this Section 4.06, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenturemay be utilized for general corporate purposes, including repayment of revolving credit borrowings. (cb) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.11(b4.06(a) will be deemed to shall 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 When the aggregate amount of Excess Proceeds exceeds $25.0 50 million, the Company will be required to Issuer shall make an offer (an “Asset Disposition Offer”) to all Holders of Notes (with a copy to the Trustee) and, to at the extent required by the terms of other Pari Passu IndebtednessIssuer’s election, to all holders of other Pari Passu Senior 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 or redeem the maximum principal amount of Notes and any such Pari Passu Notes to which the Asset Disposition Offer applies other Senior Indebtedness that may be purchased out of the amount of such Excess Proceeds, at an . The offer price in cash in an amount any Asset Disposition Offer shall be 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 and/or any such Senior Indebtedness 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), interest 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)purchase, and shall be payable in cash in accordance with the procedures (including prorating in the event of oversubscription) 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 $2,000other Senior Indebtedness. If the aggregate principal amount purchase price of Notes surrendered by Holders thereof and other Pari Passu Notes surrendered by Holders or lenders, collectively, Indebtedness tendered exceeds the amount of Excess Proceeds, the Trustee shall select the Notes Notes, and the trustee or agent for the other Senior Indebtedness shall select such other Senior Indebtedness to be purchased on a pro rata basis on basis, but in round denominations, which, in the basis case of the aggregate Notes, shall be denominations of $2,000 principal amount or integral multiples 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$1,000 in excess thereof. Upon completion of such each Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zerozero and, so long as all such Notes and such other Senior Indebtedness validly tendered and not withdrawn pursuant to such offer are purchased by the Issuer in compliance with this Section 4.06, any excess of the offer amount over the amount applied to purchase Notes (and such other Senior 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 4.06 with respect to any Net Available Cash by making an Asset Disposition Offer with respect to such Net Available Cash prior to the expiration of the relevant 365 days (or extended period provided above) or with respect to Excess Proceeds of $50 million or less, including by making an offer to purchase Notes pursuant to clause (C) of the second paragraph of Section 4.06(a). (di) The Promptly after the Issuer becomes obligated to make an Asset Disposition Offer will remain open for a period of 20 Business Days following its commencementOffer, except the Issuer shall be obligated to deliver to the extent Trustee and send, by first-class mail or electronically to each Holder, a written notice stating that a longer period is required the Holder may elect to have his Notes purchased by applicable law the Issuer either in whole or in part (subject to prorating as described in 4.06(b) in the “Asset Disposition Offer Period”). No later than five Business Days after the termination of event the Asset Disposition Offer Period is oversubscribed) in denominations of $2,000 of principal amount or any whole integral multiple of $1,000 in excess thereof, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes ) and Pari Passu Notes required shall contain all instructions and materials necessary to be purchased pursuant to this Section 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 record date, and no further interest will be payable to Holders who tender Notes pursuant to the Asset Disposition Offer, together with the address referred to in clause (iii) below. (fii) On or before Not later than 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 date upon which written notice of an 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 is delivered to the Asset Disposition OfferTrustee as provided above, 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 each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. The Company will Issuer shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by as to (A) 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 amount of the Asset Disposition Offer (the “Offer Amount”), including information as to any other 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 4.06(a). Upon the expiration of the period for which the Asset Disposition Offer remains open (the “Offer Period) mail or ”), the Issuer shall deliver to each 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 Trustee for cancellation the Notes or Pari Passu Notes so validly portions thereof that have been properly tendered to and not properly withdrawn by such holder or lender, as the case may be, and are to be accepted by the Company for purchase, and Issuer. (iii) Holders electing to have a Note purchased shall be required to surrender the Company will promptly issue a new Note, and with an appropriate form duly completed, to the TrusteeIssuer at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the Purchase Date, upon delivery a telex, facsimile or electronic transmission or letter setting forth the name of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Note to such Holder, in a the principal amount of the Note which was delivered by the Holder for purchase and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have such Note purchased. If at the expiration of the Offer Period the aggregate principal amount of Notes included in the Asset Disposition Offer surrendered by holders thereof exceeds the Offer Amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000, or 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 Notes are purchased only in part shall be issued new Notes equal in principal amount to any the unpurchased portion of the Note surrendered; provided, Notes surrendered; provided that each such new Note will shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notesthereof. Any Note not so accepted will shall be promptly mailed or delivered by the Company Issuer to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. (giv) On the purchase date, all Notes purchased by the Issuer under this Section 4.06 shall be delivered by the Issuer to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto (subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date). (d) The Company will Issuer shall comply, to the extent applicable, with the requirements of Rule 14e-1 Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offerthis Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.114.06, the Company will Issuer shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Indenture Section 4.06 by virtue of its compliance with such securities laws or regulations. (he) For the purposes of clause (2) of this Section 4.11(a) above4.06, the following will be are deemed to be cashcash or Temporary Cash Investments: (1i) the assumption by the transferee or discharge of Indebtedness of the Issuer or any Restricted Subsidiary (other than Subordinated Obligations or Disqualified Stock) Obligations in respect of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Subordinated Obligations or Disqualified Stock of any Restricted Subsidiary that is the Issuer or Preferred Stock of a Subsidiary Guarantor) and the release of the Company Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (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)); andDisposition; (2ii) 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 Company Issuer or any Restricted Subsidiary from the transferee that are converted by the Company Issuer or such Restricted Subsidiary into cash or Temporary Cash Investments (to the extent of the Temporary Cash Investments received) within 180 days after receipt thereof. Notwithstanding the foregoingdate of the applicable Asset Disposition, to the 75% limitation referred to in clause (2) extent of Section 4.11(a) above shall be deemed satisfied with respect to any Asset Disposition in which the cash received in that conversion; and (iv) any Designated Noncash Consideration received by the Issuer or Cash Equivalents portion any of the consideration received therefrom, determined its Restricted Subsidiaries 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 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 aforementioned 75% limitationFair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). (i) The requirement of clause (2) of Section 4.11(b) 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 Company 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 will not, In the event and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company or such Restricted 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 extent that the date of contractually agreeing to such Asset Disposition) of the shares or other assets subject to such Asset Disposition; and (2) at least 75% of the aggregate consideration Net Available Cash received by the Company or any Restricted Subsidiary from one or more Asset Dispositions occurring on or after the Issue Date in any period of 12 consecutive months exceeds 15% of Adjusted Consolidated Net Tangible Assets as of the beginning of such Restricted Subsidiary12-month period, as then the Company shall (i) within 180 days (in the case may be, from such Asset Disposition and all other Asset Dispositions since the Issue Date, on a cumulative basis, is of (A) below) or 18 months (in the form case of cash or Cash Equivalents or Additional Assets, or any combination thereof. (bB) The below) after the date such Net Available Cash from so received exceeds such Asset Disposition may be applied, within 365 days from the later 15% of the date of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such Asset Disposition or the receipt of such excess Net Available Cash, by the Company or such Restricted Subsidiary, as the case may be: (1) Cash to prepay, repay, redeem or purchase Pari Passu repay Senior Indebtedness of the Company (including the Notes) or a Subsidiary Guarantor or any Indebtedness (other than Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor (Guarantor, in each case, excluding Indebtedness owed case owing to a Person other than the Company or an any Affiliate of the CompanyCompany 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." (ii) The Company shall commence any Excess Proceeds Offer with respect to the Securities by mailing a notice to the Trustee and each Holder stating: (A) that 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 purchase (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the "Excess Proceeds Payment Date"); (C) that any Security not tendered will continue to accrue interest pursuant to its terms; (D) that, unless the Company defaults in the payment of the Excess Proceeds Payment, any Security accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Excess Proceeds Payment Date; (E) that Holders electing to have a Security purchased pursuant to the Excess Proceeds Offer will be required to surrender the Security, together with the form entitled "Option of Holder to Elect Purchase" on the reverse side of the Security completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Excess Proceeds Payment Date; (F) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Excess Proceeds Payment Date, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Securities delivered for purchase and a statement that such Holder is withdrawing his election to have such Securities purchased; and (G) that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered; provided, however, that, that each Security purchased and each new Security issued shall be in connection with any prepayment, repayment, redemption a principal amount of $1,000 or purchase integral multiples thereof. (iii) mail to the Holders of Indebtedness pursuant to this Section 4.11(b)(1), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced Securities so accepted payment in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; or (2) to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets; provided, that pending the final application of any such Net Available Cash in accordance with clause (1) or clause (2) of this Section 4.11(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 “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 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 record date, and no further interest will be 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 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 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 each 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, Holders a new Security equal in a principal amount equal to any unpurchased portion of the Note Security surrendered; provided, however, that each such Security purchased and each new Note will Security issued shall be in a minimum principal amount of $2,000 1,000 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 multiples thereof. The Company will publicly announce the results of the Asset Disposition Excess Proceeds Offer on as soon as practicable after the Asset Disposition Purchase Excess Proceeds Payment Date. For purposes of this Section 4.07, the Trustee shall act as the Paying Agent. (gc) In the event of 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 shall be deemed to have sold the properties and assets of the Company not so transferred for purposes of this Section 4.07, and shall comply with the provisions of this Section 4.07 with respect to such 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 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 will comply, to the extent applicable, with the requirements of Rule 14e-1 Section 14(e) of the Exchange Act and any other securities laws or regulations thereunder in connection with the event that such Excess Proceeds are received by the Company under this Section 4.07 and the Company is required to repurchase of Notes pursuant to an Asset Disposition OfferSecurities as described above. To the extent that the provisions of any securities 66 57 laws or regulations conflict with the provisions of this Section 4.114.07, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Indenture Section 4.07 by virtue of its compliance with such securities laws or regulationsthereof. (h) For the purposes of clause (2) of Section 4.11(a) above, 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 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 (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, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of Section 4.11(a) above 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. (i) The requirement of clause (2) of Section 4.11(b) 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 Company 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 Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company Issuer or such any of its Restricted Subsidiary, as the case may be, Subsidiaries 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) of the shares Capital Stock or other assets subject to such Asset Disposition; and; (2) at least 75% of the aggregate consideration received by the Company Issuer or such any of its Restricted Subsidiary, as the case may be, Subsidiaries from such 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 Additional Assets, or any combination thereof.; and (b3) The except as provided in the next paragraph, an amount equal to 100% of the Net Available Cash from such Asset Disposition may be is applied, within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Company Issuer or such Restricted Subsidiary, as the case may be: (1a) to prepay, repay, redeem or purchase Pari Passu Indebtedness of the Company Issuer (including the NotesSecurities) 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 the Company Issuer or an Affiliate of the CompanyIssuer); provided, however, that, in connection with any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this Section 4.11(b)(1clause (a), the Company Issuer 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, redeemed or purchased; or (2b) to make capital expenditures in the Oil and Gas Business or to invest in Additional Assets; provided, provided that pending the final application of any such Net Available Cash in accordance with clause (1a) or clause (2b) of this Section 4.11(b)above, the Company Issuer 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) the preceding paragraph 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 20.0 million, the Company Issuer will be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes 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 Issuer to make an offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Disposition (“Pari Passu NotesSecurities”) to purchase the maximum principal amount of Notes Securities and any such Pari Passu Notes 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 (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 Securities and Pari Passu Notes Securities 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 to, but excluding, 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 Dateinterest payment date), in accordance with the procedures set forth in this Indenture Section 3.5 or the agreements governing the Pari Passu NotesSecurities, 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 Securities surrendered by Holders thereof and other Pari Passu Notes Securities surrendered by Holders holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes Securities to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes Securities and Pari Passu NotesSecurities. To the extent that the aggregate principal amount of Notes Securities and Pari Passu Notes Securities so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company Issuer and its Restricted Subsidiaries may use any remaining Excess Proceeds for general corporate purposes, subject to the Articles Four and Five of other covenants contained in 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 “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 Issuer will purchase the principal amount of Notes Securities and Pari Passu Notes Securities required to be purchased pursuant to this Section 4.11 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawn, all Notes Securities and Pari Passu Notes Securities 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 Dateinterest 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 no further interest will be payable to Holders who tender Notes Securities pursuant to the Asset Disposition Offer. (f) . On or before the Asset Disposition Purchase Date, the Company 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 Securities and Pari Passu Notes Securities or portions of Notes Securities and Pari Passu Notes Securities so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes Securities and Pari Passu Notes Securities so validly tendered and not properly withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. The Company Issuer will deliver to the Trustee an Officers’ Certificate stating that such Notes Securities or portions thereof were accepted for payment by the Company Issuer in accordance with the terms of this Section 4.11 3.5 and, in addition, the Company Issuer will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu NotesSecurities. The Company 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 each tendering Holder of Notes Securities or holder or lender of Pari Passu NotesSecurities, as the case may be, an amount equal to the purchase price of the Notes Securities or Pari Passu Notes Securities so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company Issuer for purchase, and the Company Issuer will promptly issue a new NoteSecurity, and the Trustee, upon delivery of an Officers’ Certificate from the CompanyIssuer, will authenticate and mail or deliver such new Note Security to such Holder, in a principal amount equal to any unpurchased portion of the Note Security surrendered; provided, provided that each such new Note Security will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company Issuer will take any and all other actions required by the agreements governing the Pari Passu NotesSecurities. Any Note Security not so accepted will be promptly mailed or delivered by the Company Issuer to the Holder thereof. The Company Issuer will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. (g) . The Company Issuer 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 Securities pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.113.5, the Company Issuer 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 clause (2) of the first paragraph of this Section 4.11(a) above3.5, 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 Company 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 Company Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company 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 4.11(b)(1))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 (23) securities, notes or other obligations received by the Company Issuer or any Restricted Subsidiary from the transferee that are converted by the Company 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 4.11(a) above 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. (i) . The requirement of clause (23)(b) of the first paragraph of this Section 4.11(b) above 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 Company 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.