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

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash equivalents, Additional Assets or any combination thereof ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness) pursuant to and subject to the conditions of Section 4.8(b); provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a) exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.8(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.8(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness) pursuant to Section 4.8(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities and such other Senior Indebtedness (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness pursuant to this Section 4.8 if the Net Available Cash available therefor 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). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value value, as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) Disposition and at least 75% of the 42 consideration thereof received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cashcash or Cash Equivalents, cash equivalents, Additional Assets or any combination thereof ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and (3ii) 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, (x) to the extent the Company elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company) within 360 days of such Asset Disposition, (y) at the Company's election to the investment by the Company or Indebtedness (other than any Disqualified Stock) of a Wholly Owned Subsidiary or such Restricted Subsidiary in long-term assets to replace the assets that were the subject of such Asset Disposition or a long- term asset that (as determined in good faith by the Board of Directors) is directly related to the business of the Company and the Restricted Subsidiaries existing on March 29, 2001, in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year 360 days from the later of the date of such Asset Disposition Disposition, or (z) a combination of the receipt of foregoing purposes within such Net Available Cash360-day period; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to make a pro rata offer to purchase Notes at par (and, to the extent required by the Company electsinstrument governing such Indebtedness, to acquire Additional Assets within one year from any other Senior Subordinated Indebtedness designated by the later of the date of such Asset Disposition or the receipt of such Net Available Cash; Company, at a price no greater than par) plus accrued and unpaid interest, and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to B),for general corporate purposes otherwise not prohibited under the holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness) pursuant to and subject to the conditions of Section 4.8(b)Indenture; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (CB) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8Section, the Company and the its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions (including any Asset Dispositions made since March 29, 2001) which are not applied in accordance with this Section 4.8(a) exceeds $20.0 10 million. Pending application of Net Available Cash pursuant to this Section 4.8(a)Section, such Net Available Cash shall be invested in Temporary Cash Investments or applied used to temporarily reduce revolving credit indebtednessSenior Indebtedness or invested in Cash Equivalents. For the purposes of this Section 4.8(a)covenant, the following are is deemed to be cash or cash equivalentsCash Equivalents: (1) the express assumption of Indebtedness (other than any Indebtedness that is by its terms subordinated to the Notes) of the Company or any Restricted Subsidiary and Subsidiary, but only to the release of the Company or extent that such Restricted Subsidiary from all liability assumption is effected on such Indebtedness in connection with such Asset Disposition and (2) securities received by a basis under which there is no further recourse to the Company or any of the Restricted Subsidiary from the transferee that are promptly converted by the Company or Subsidiaries with respect to such Restricted Subsidiary into cash.liabilities (b) In the event of an Asset Disposition that requires the purchase of Securities Notes (and other Senior IndebtednessSubordinated Indebtedness of the Company) pursuant to Section 4.8(a)(3)(C4.17(a)(ii)(B), the Company shall be required to purchase Securities Notes tendered pursuant to an offer by the Company for the Securities and such Notes (and, to the extent required, other Senior Subordinated Indebtedness of the Company) (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, ) plus accrued but unpaid interest (or, in respect of such other Senior IndebtednessSubordinated Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Indebtedness of the Company) in accordance with the procedures (including prorationing prorating in the event of over subscriptionoversubscription) set forth in Section 4.8(c4.17(c). If the aggregate purchase price of Securities Notes (and and, to the extent required, any other Senior Subordinated Indebtedness of the Company) tendered pursuant to the Offer) exceeds Offer is less than the Net Available Cash allotted to their purchasethe purchase thereof, the Company shall select be required to apply the Securities and other Senior Indebtedness to be purchased on remaining Net Available Cash in accordance with Section 4.17(a)(ii)(C). The Offer shall remain open for a pro rata basis but in round denominations, which in the case period of the Securities will be denominations of $1,000 principal amount or multiples thereof20 Business Days. The Company shall not be required to make an Offer to purchase Securities Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to this Section 4.8 4.17 if the Net Available Cash available therefor is less than $20.0 10 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 30 days after the Company becomes obligated to make an Offer, the Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities Notes purchased by the Company either in whole or in part (subject to prorating as hereinafter described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3)decision. (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided belowabove, the Company shall deliver to the Trustee an Officers' Certificate as to (Ai) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.8(a) and (b4.17(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities Notes or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities Notes delivered by the Company to the Trustee is less than the Offer Amount applicable to the SecuritiesAmount, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8Section. (3) Holders electing to have a Security Note purchased shall be required to surrender the SecurityNote, with an appropriate form duly completed, to the Company at the address specified in the notice at least three not later than 3:00 p.m., New York City time, two Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one 3:00 p.m., New York City time, two Business Day Days prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security Note purchased. If at the expiration of the Offer Period the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis taking into account any other tendered Senior Subordinated Indebtedness which is the subject of such offer (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). Holders whose Securities Notes are purchased only in part shall be issued new Securities Notes equal in principal amount to the unpurchased portion of the Securities Notes surrendered. (4) At the time the Company delivers Securities Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were such Notes are to be accepted for payment by the Company pursuant to and in accordance with the terms of this covenantSection. A Security Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities Notes pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value value, as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) Disposition and at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cashcash or Cash Equivalents, cash equivalents, Additional Assets or any combination thereof ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and (3ii) 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, (x) to the extent the Company elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company) within 360 days of such Asset Disposition, (y) at the Company's election to the investment by the Company or Indebtedness (other than any Disqualified Stock) of a Wholly Owned Subsidiary or such Restricted Subsidiary in long-term assets to replace the assets that were the subject of such Asset Disposition or a long-term asset that (as determined in good faith by the Board of Directors) is directly related to the business of the Company and the Restricted Subsidiaries existing on November 25, 2003, in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year 360 days from the later of the date of such Asset Disposition Disposition, or (z) a combination of the receipt of foregoing purposes within such Net Available Cash360-day period; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to make a pro rata offer to purchase Notes at par (and, to the extent required by the Company electsinstrument governing such Indebtedness, to acquire Additional Assets within one year from any other Senior Subordinated Indebtedness designated by the later of the date of such Asset Disposition or the receipt of such Net Available Cash; Company, at a price no greater than par) plus accrued and unpaid interest, and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness) pursuant to and subject to the conditions of Section 4.8(b)for general corporate purposes otherwise not prohibited under this Indenture; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (CB) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.84.17, the Company and the its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions (including any Asset Dispositions made since November 25, 2003) which are not applied in accordance with this Section 4.8(a) exceeds $20.0 25 million. Pending application of Net Available Cash pursuant to this Section 4.8(a)Section, such Net Available Cash shall be invested in Temporary Cash Investments or applied used to temporarily reduce revolving credit indebtednessSenior Indebtedness or invested in Cash Equivalents. For the purposes of this Section 4.8(a)4.17, the following are is deemed to be cash or cash equivalentsCash Equivalents: (1) the express assumption of Indebtedness (other than any Indebtedness that is by its terms subordinated to the Notes) of the Company or any Restricted Subsidiary and Subsidiary, but only to the release of the Company or extent that such Restricted Subsidiary from all liability assumption is effected on such Indebtedness in connection with such Asset Disposition and (2) securities received by a basis under which there is no further recourse to the Company or any of the Restricted Subsidiary from the transferee that are promptly converted by the Company or Subsidiaries with respect to such Restricted Subsidiary into cash.liabilities (b) In the event of an Asset Disposition that requires the purchase of Securities Notes (and other Senior IndebtednessSubordinated Indebtedness of the Company) pursuant to Section 4.8(a)(3)(C4.17(a)(ii)(B), the Company shall will purchase Securities Notes tendered pursuant to an offer by the Company for the Securities and such Notes (and, to the extent required, other Senior Subordinated Indebtedness of the Company) (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, ) plus accrued but unpaid interest (or, in respect of such other Senior IndebtednessSubordinated Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Indebtedness of the Company) in accordance with the procedures (including prorationing prorating in the event of over subscriptionoversubscription) set forth in Section 4.8(c4.17(c). If the aggregate purchase price of Securities Notes (and and, to the extent required, any other Senior Subordinated Indebtedness of the Company) tendered pursuant to the Offer) exceeds Offer is less than the Net Available Cash allotted to their purchasethe purchase thereof, the Company shall select be required to apply the Securities and other Senior Indebtedness to be purchased on remaining Net Available Cash in accordance with Section 4.17(a)(ii)(C). The Offer shall remain open for a pro rata basis but in round denominations, which in the case period of the Securities will be denominations of $1,000 principal amount or multiples thereof20 Business Days. The Company shall will not be required to make an Offer to purchase Securities Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to this Section 4.8 4.17 if the Net Available Cash available therefor is less than $20.0 10 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 30 days after the Company becomes obligated to make an Offer, the Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities Notes purchased by the Company either in whole or in part (subject to prorating as hereinafter described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3)decision. (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided belowabove, the Company shall deliver to the Trustee an Officers' Certificate as to (Ai) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.8(a) and (b4.17(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities Notes or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities Notes delivered by the Company to the Trustee is less than the Offer Amount applicable to the SecuritiesAmount, the Trustee shall deliver the excess to the Company immediately promptly after the expiration of the Offer Period for application in accordance with this Section 4.8Section. (3) Holders electing to have a Security Note purchased shall be required to surrender the SecurityNote, with an appropriate form duly completed, to the Company at the address specified in the notice at least three not later than 3:00 p.m., New York City time, two Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one 3:00 p.m., New York City time, two Business Day Days prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security Note purchased. If at the expiration of the Offer Period the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis taking into account any other tendered Senior Subordinated Indebtedness which is the subject of such offer (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). Holders whose Securities Notes are purchased only in part shall be issued new Securities Notes equal in principal amount to the unpurchased portion of the Securities Notes surrendered. (4) At the time the Company delivers Securities Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were such Notes are to be accepted for payment by the Company pursuant to and in accordance with the terms of this covenantSection. A Security Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities Notes pursuant to this SectionSection 4.17. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.17 by virtue of its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless unless: (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; ; (2ii) at least 7585% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash or cash equivalents, Additional Assets or any combination thereof ; and ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) ): (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of a Restricted Wholly Owned Subsidiary (in each case other than Indebtedness owed to the 44 Company or an Affiliate of the Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and ; (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Subordinated Indebtedness) pursuant to and subject to the conditions of Section 4.8(b4.06(b); and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), to (x) the acquisition by the Company or any Wholly Owned Subsidiary of Additional Assets or (y) the prepayment, repayment or purchase of Indebtedness (other than any Disqualified Stock) of the Company (other than Indebtedness owed to an Affiliate of the Company) or Indebtedness of any Subsidiary (other than Indebtedness owed to the Company or an Affiliate of the Company), in each case within one year from the later of the receipt of such Net Available Cash and the date the offer described in Section 4.06(b) is consummated; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (C) or (CD) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.84.06, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a4.06(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a4.06(a) exceeds $20.0 million10,000,000. Pending application of Net Available Cash pursuant to this Section 4.8(a4.06(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtednessPermitted Investments. For the purposes of this Section 4.8(a)4.06, the following are deemed to be cash or cash equivalents: (1x) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2y) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Subordinated Indebtedness) pursuant to Section 4.8(a)(3)(C4.06(a)(iii)(C), the Company shall be required to purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other Senior Indebtedness Subordinated Indebtedness) (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, ) plus accrued but unpaid interest (or, in respect of such other Senior Subordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness Subordinated Indebtedness) in accordance with the procedures (including prorationing in the event of over subscriptionoversubscription) set forth in Section 4.8(c4.06(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness Subordinated Indebtedness) tendered pursuant to the Offer) exceeds Offer is less than the Net Available Cash allotted to their purchasethe purchase thereof, the Company shall select be required to apply the Securities and other Senior Indebtedness to be purchased on a pro rata basis but remaining Net Available Cash in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereofaccordance with Section 4.06(a)(ii)(D). The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness Subordinated Indebtedness) pursuant to this Section 4.8 4.06 if the Net Available Cash available therefor is less than $20.0 million 10,000,000 (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as hereinafter described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (Ai) 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), (Bii) a description o f of material developments in the Company's business subsequent to the date of the latest of such Reports, Reports and (Ciii) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (Ai) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.8(a) and (b4.06(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent paying agent (or, Schedule III-5 if the Company is acting as its own Paying Agentpaying agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8Section. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities (and any other Senior Subordinated Indebtedness included in the Offer) surrendered by holders thereof exceeds the Offer Amount, the Company shall select the Securities and the other Senior Subordinated Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities and the other Senior Subordinated Indebtedness) in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the such Securities were are to be accepted for payment by the Company pursuant to and in accordance with the terms of this covenantSection. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company Parent and Issuer shall not, and shall not permit any of their respective Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate any Asset Disposition unless unless: (1i) the Company Parent, Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the applicable Board of Directors, of the shares and assets subject to such Asset Disposition; ; (2ii) in the case of any Asset Disposition, including a license of rights, (1) at least 7580% of the consideration thereof received by the Company Parent, Issuer or such Restricted Subsidiary is in the form of cashcash or cash equivalents or (2) in the case only of license of rights, cash equivalentsif after giving pro forma effect thereto, Additional Assets or any combination thereof either ("Permitted Consideration"x) Parent and Issuer are able to Incur an additional $1 .00 of Indebtedness under Section 4.03(a); provided, however, that or (y) (A) the Company Consolidated Coverage Ratio improves after giving effect to the transaction and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as (B) the aggregate fair market value, as determined book value of Issuer's assets that are subject to licensing of rights made in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall reliance upon this clause (2)(y) does not exceed 10% of Adjusted Consolidated Net Tangible AssetsParent's consolidated total assets as of the end of the most recent fiscal quarter for which financial statements have been either included in a report filed with the SEC or filed with the Trustee; and and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (Parent, Issuer or such Restricted Subsidiary, as the case may be) : (A) first, to the extent the Company Parent or Issuer elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of a Restricted Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Company Parent, Issuer or an any other Affiliate of the CompanyParent or Issuer) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company Parent or Issuer elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the CompanyParent or Issuer) to purchase Securities (and such other Senior Indebtedness) pursuant to and subject to the conditions of Section 4.8(b4.06(b); provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company Parent, Issuer or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a. (a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a4.06(a) exceeds $20.0 million5,000,000. Pending application of Net Available Cash pursuant to this Section 4.8(a4.06(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.8(a)4.06, the following are deemed to be cash or cash equivalents: (1x) the assumption of Indebtedness of the Company Parent, Issuer or any Restricted Subsidiary and the release of the Company Parent, Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition Disposition; and (2y) securities received by the Company Parent, Issuer or any Restricted Subsidiary from the transferee that are promptly converted by the Company Parent, Issuer or such Restricted Subsidiary into cash. To the extent that any or all of the Net Available Cash of any Foreign Asset Sale is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Available Cash so affected shall not be required to be applied at the time provided above, but may be retained by the applicable Restricted Subsidiary so long, but only so long, as the applicable local law shall not permit repatriation to the United States (Parent or Issuer shall, subject to the following paragraph, promptly take or cause the applicable Restricted Subsidiary to promptly take all actions within their respective control by the applicable local law to permit such repatriation). Once such repatriation of any of such affected Net Available Cash is permitted under the applicable local law, such repatriation shall be immediately effected and such repatriated Net Available Cash shall be applied in the manner set forth in this Section 4.06 as if such Asset Disposition had occurred on the date of such repatriation. To the extent that the Board of Directors determines, in good faith, that repatriation of any or all of the Net Available Cash of any Foreign Asset Sale would have an adverse tax or other consequence to Parent or Issuer, the Net Available Cash so affected may be retained outside of the United States for so long as such adverse tax or other consequence would continue. Such determination shall be reevaluated by the Board of Directors on an annual basis. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness) pursuant to Section 4.8(a)(3)(C4.06(a)(iii)(C), the Company Issuer shall be required to purchase Securities tendered pursuant to an offer by the Company Issuer for the Securities (and such other Senior Indebtedness Indebtedness) (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), ) without premium, premium plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness Indebtedness) in accordance with the procedures (including prorationing in the event of over subscriptionoversubscription) set forth in Section 4.8(c4.06(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness Indebtedness) tendered pursuant to the Offer) exceeds Offer is less than the Net Available Cash allotted to their purchasethe purchase thereof, Issuer shall be required to apply the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but remaining Net Available Cash in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereofaccordance with Section 4.06(a)(iii)(D). The Company Issuer shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness Indebtedness) pursuant to this Section 4.8 4.06 if the Net Available Cash available therefor is less than $20.0 million 5,000,000 (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company Issuer becomes obligated to make an Offer, the Company Issuer shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company Issuer either in whole or in part (subject to prorating as hereinafter described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company Issuer which the Company Issuer in good faith believes will enable such Holders to make an informed decision (which at a minimum will shall include (Ai) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the CompanyIssuer or Parent, the most recent subsequently filed Quarterly Report on Form 10I0-Q and any Current Report on Form 8-K of the Company Issuer or Parent filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (Bii) a description o f of material developments in the CompanyIssuer's business subsequent to the date of the latest of such Reports, Reports and (Ciii) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company Issuer shall deliver to the Trustee an Officers' Certificate as to (Ai) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.8(a) and (b4.06(a). On such date, the Company Issuer shall also irrevocably deposit with the Trustee or with a Paying Agent paying agent (or, Schedule III-5 if the Company Issuer is acting as its own Paying Agentpaying agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.Purchase

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; , and (2ii) at least 75% of the consideration thereof therefor received by the Company or such Restricted Subsidiary is in the form of cash, cash or cash equivalents, Additional Assets or any combination thereof ("Permitted Consideration"); provided, however, that this clause (ii) shall not apply if the Company and its or a Restricted Subsidiaries shall be permitted Subsidiary is disposing of assets in exchange for Additional Assets. With respect to receive Property other than Permitted Consideration, so long as any Asset Disposition occurring on or after the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received Issue Date from Asset Dispositions and held by which the Company and or any Restricted Subsidiary receives Net Available Cash, the Company or such Restricted Subsidiaries at any one time Subsidiary shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and (3i) an amount equal to 100% of within 365 days after the date such Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, received and to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness), ) to (A) apply an amount equal to such Net Available Cash to prepay, repay, redeem purchase or purchase legally defease Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of a such Restricted Subsidiary (Subsidiary, in each case owing to a Person other than Indebtedness owed to the Company or an any Affiliate of the Company) within one year from the later of the date of such Asset Disposition , or the receipt of such Net Available Cash; (B) secondinvest an equal amount, or the amount not so applied pursuant to the extent of the balance of such Net Available Cash after application in accordance with clause (A), in Additional Assets (including by means of an Investment in Additional Assets by a Subsidiary Guarantor with Net Available Cash received by the Company or another Subsidiary Guarantor) and (ii) apply such excess Net Available Cash (to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness) not applied pursuant to and subject to clause (i)) as provided in the conditions following paragraphs of this Section 4.8(b)4.7; provided, however, that in connection with any prepayment, repayment or purchase of Senior Indebtedness pursuant to clause (A) or above (C) aboveother than the repayment of Senior Indebtedness Incurred under a Bank Credit Agreement to fund the purchase of an asset which is sold by the Company within 180 days of its purchase pursuant to a Sale/Leaseback Transaction), the Company or such Restricted Subsidiary shall permanently retire such Senior Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions The amount of this Section 4.8, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(arequired to be applied pursuant to clause (ii) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are above and not theretofore so applied in accordance with this Section 4.8(a) exceeds $20.0 million. shall constitute "Excess Proceeds." Pending application applica- tion of Net Available Cash pursuant to this Section 4.8(a)provision, such Net Available Cash shall be invested in Temporary Cash Investments Investments. If at any time the aggregate amount of Excess Proceeds not theretofore subject to an Excess Proceeds Offer (as defined below) totals at least $3 million, the Company shall, not later than 30 days after the end of the period during which the Company is required to apply such Excess Proceeds pursuant to clause (i) of the immediately preceding paragraph of this Section 4.7(a) (or, if the Company so elects, at any time within such period), make an offer (an "Excess Proceeds Offer") to purchase from the Holders of Securities and Other Qualified Securities (determined on a pro rata basis according to the accreted value or applied aggregate principal amount, as the case may be, of the Securities and Other Qualified Securities) in an amount equal to temporarily reduce revolving credit indebtednessthe Excess Proceeds (rounded down to the nearest multiple of $1,000) on such date, at a purchase price equal to 100% of the principal amount of such Securities, plus, in each case, accrued interest (if any) to the date of purchase (the "Excess Proceeds Payment"). Upon completion of an Excess Proceeds Offer the amount of Excess Proceeds remaining after application pursuant to such Excess Proceeds Offer, (including payment of the purchase price for Securities duly tendered) may be used by the Company for any corporate purpose (to the extent not otherwise prohibited by this Indenture). For the purposes of this Section 4.8(a)4.7, the following are deemed to be cash or cash equivalents: (1x) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition Disposition, and (2y) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly immediately converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness) pursuant to Section 4.8(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities and such other Senior Indebtedness (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness pursuant to this Section 4.8 if the Net Available Cash available therefor 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). (1) Promptly, and in any event within 10 30 days after the Company becomes obligated to make an Excess Proceeds Offer, the Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, at the address appearing in the Security Register, 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 prorationing as hereinafter described in Section 4.8(b) in the event the Excess Proceeds Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice notice, which shall specify a govern the terms of the Excess Proceeds Offer, shall include such disclosures as are required by law and shall specify (i) that the Excess Proceeds Offer is being made pursuant to this Section 4.7; (ii) the purchase price (including the amount of accrued interest, if any) for each Security and the purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date"); (iii) that any Security not tendered or accepted for payment will continue to accrue interest in accordance with the terms thereof; (iv) that, unless the Company defaults in making the payment, any Security accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (v) that Securityholders electing to have Securities purchased pursuant to an Excess Proceeds Offer will be required to surrender their Securities to the Paying Agent at the address specified in the notice at least three business days prior to the Purchase Date and must complete any form letter of transmittal proposed by the Company and acceptable to the Trustee and the Paying Agent; (vi) that Securityholders will be entitled to withdraw their election if the Paying Agent receives, not later than one business day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Securityholder, the principal amount of Securities the Securityholder delivered for purchase, the Security certificate number (if any) and shall contain a statement that such information concerning the business Securityholder is withdrawing its election to have such Securities purchased; (vii) that if Securities in a principal amount in excess of the Company aggregate principal amount which the Company in good faith believes will enable such Holders has offered to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities purchase are tendered pursuant to the Excess Proceeds Offer, together the Company shall purchase Securities on a pro rata basis among the Securities tendered (with such adjustments as may be deemed appropriate by the information contained Company so that only Securities in clause denominations of $1,000 or integral multiples of $1,000 shall be acquired); (3)viii) that Securityholders whose Securities are purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered; and (ix) the instructions that Securityholders must follow in order to tender their Securities. (2c) Not later than the date upon which written notice of an Excess Proceeds Offer is delivered to the Trustee as provided belowabove, the Company shall deliver to the Trustee an Officers' Certificate as to (Ai) the amount of the Excess Proceeds Offer (the "Excess Proceeds Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Excess Proceeds Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.8(a) and (b4.7(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Excess Proceeds Offer remains open (the "Excess Proceeds Offer Period"), the Company shall deliver to the Trustee for cancellation cancella- tion the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. Not later than 11:00 a.m. (New York City time) on the Purchase Date, the Company shall irrevocably deposit with the Trustee or with a paying agent (or, if the Company is acting as Paying Agent, segregate and hold in trust) an amount in cash sufficient to pay the Excess Proceeds Offer Amount for all Securities properly tendered to and accepted by the Company. The Trustee shall, on as promptly as possible after the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3d) Holders electing to have a Security purchased shall will be required to surrender the Security, together with an all necessary endorsements and other appropriate form materials duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall will be entitled to withdraw their election in whole or in part if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security (which shall be $1,000 or an integral multiple thereof) which was delivered for purchase by the Holder Holder, the aggregate principal amount of such Security (if any) that remains subject to the original notice of the Excess Proceeds Offer and that has been or will be delivered for purchase by the Company and a statement that such Holder is withdrawing his election to have such Security purchased. If at the expiration of the Excess Proceeds Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Excess Proceeds Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only securities in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Securities are purchased only in part shall will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4e) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (df) 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 this SectionSection 4.7. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 4.7, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless unless: (1) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time (including by way of such Asset Disposition relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (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 of the Company whose determination shall be conclusive (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; ; (2) in the case of any Asset Disposition (or series of related Asset Dispositions) and unless the Asset Disposition is a Permitted Asset Swap, at least 75% of the consideration thereof from such Asset Disposition (excluding any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, other than Indebtedness) received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash, cash equivalents, Additional Assets Cash Equivalents or any combination thereof ("Permitted Consideration")Temporary Cash Investments; provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) : (A) first, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any IndebtednessSenior Indebtedness or Indebtedness of a Restricted Subsidiary), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or Indebtedness of a Restricted Subsidiary (other than any Disqualified StockStock or Note Guarantor Subordinated Obligations) of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Companya Restricted Subsidiary) within one year 365 days from the later of the date of such Asset Disposition or and the receipt of such Net Available Cash; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness) pursuant to and subject to the conditions of Section 4.8(b); provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) abovethis Section 4.10(a)(3)(A), the Company or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding ; or (B) to the foregoing provisions of this Section 4.8, extent the Company or such Restricted Subsidiary 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 Company or another Restricted Subsidiary) within 365 days from the later of (x) the date of such Asset Disposition and (y) the Restricted Subsidiaries shall not be required receipt of such Net Available Cash; provided, however, that any such reinvestment in Additional Assets made pursuant to apply a definitive agreement or a commitment approved by the Board of Directors of the Company that is executed or approved within such time will satisfy this requirement, so long as such investment is consummated within 6 months of such 365th day; provided that, pending the final application of any such Net Available Cash in accordance with clause (A) or clause (B) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. (b) Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds €20 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all holders of Senior Notes and, to the extent the Company elects, to all holders of other Senior Indebtedness outstanding requiring the Company to make an offer to purchase such Senior Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Senior Notes”), to purchase the maximum principal amount of Senior Notes and any such Pari Passu Senior Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Senior Notes and Pari Passu Senior Notes plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Senior Notes, as applicable, in each case in integral multiples of €1,000 in the case of Senior Euro Notes or $1,000 in the case of Senior Dollar Notes. (c) To the extent that the aggregate amount of Senior Notes and Pari Passu Senior Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of the Senior Notes surrendered in any Asset Disposition Offer by holders thereof and other Pari Passu Senior Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Excess Proceeds shall be allocated among the Senior Notes and Pari Passu Senior Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Senior Notes and Pari Passu Senior Notes. For the purposes of calculating the principal amount of any such Indebtedness not denominated in euro, such Indebtedness shall be calculated by converting any such principal amounts into their Euro Equivalent determined as of a date selected by the Company that is within the Asset Disposition Offer Period. Upon completion of any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (d) Any Net Available Cash payable in respect of the Senior Notes pursuant to this Section 4.8(a4.10 will be apportioned between the Senior Dollar Notes and the Senior Euro Notes in proportion to the respective aggregate principal amounts of Senior Dollar Notes and Senior Euro Notes validly tendered and not withdrawn, based upon the Euro Equivalent of such principal amount of Senior Dollar Notes determined as of a date selected by the Company that is within the Asset Disposition Offer Period. To the extent that any portion of Net Available Cash payable in respect of the Senior Notes is denominated in a currency other than the currency in which the relevant Senior Notes are denominated, the amount thereof payable in respect of such Senior Notes shall not exceed the net amount of funds in the currency in which such Senior Notes are denominated that is actually received by the Company upon converting such portion into such currency. (e) The Asset Disposition Offer, in so far as it relates to the Senior Notes, will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the aggregate Net Available Cash from all “Asset Dispositions which are not applied in accordance with this Section 4.8(a) exceeds $20.0 millionDisposition Offer Period”). Pending application No later than five Business Days after the termination of Net Available Cash the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Senior Notes and, to the extent it elects, Pari Passu Senior Notes required to be purchased by it pursuant to this Section 4.8(a)4.10 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Senior Notes and, to the extent it elects, Pari Passu Senior Notes validly tendered in response to the Asset Disposition Offer. (f) In the case of certificated Senior Notes, if the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Senior Note is registered at the close of business on such Net Available Cash shall record date, and no additional interest will be invested payable to holders who tender Senior Notes pursuant to the Asset Disposition Offer. In the case of global bearer Senior Notes, the Company will pay accrued and unpaid interest to the Change of Control Payment Date to the Holders on such date. (g) 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 Senior Notes and, to the extent it elects, Pari Passu Senior Notes or portions of Senior Notes and, to the extent it elects, Pari Passu Senior 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 Senior Notes and Pari Passu Senior Notes so validly tendered and not properly withdrawn, in Temporary Cash Investments each case in integral multiples of €1,000 or applied $1,000, as the case may be. The Company will deliver to temporarily reduce revolving credit indebtednessthe Senior Trustee an Officer’s Certificate stating that such Senior Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.10. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering holder of Senior Notes an amount equal to the purchase price of the Senior 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 Senior Note, and the Senior Trustee, upon delivery of an Officer’s Certificate from the Company will authenticate and mail or deliver (or cause to be transferred by book entry) such new Senior Note to such holder, in a principal amount equal to any unpurchased portion of the Senior Note surrendered; provided that each such new Senior Note will be in a principal amount of €1,000 in the case of Senior Euro Notes or $1,000 in the case of Senior Dollar Notes, or an integral multiple of €1,000 or $1,000, as the case may be. Any Senior Note not so accepted will be promptly mailed or delivered (or transferred by book entry) by the Company to the holder thereof. (h) For the purposes of this Section 4.8(a4.10(a)(2), the following are will be deemed to be cash or cash equivalents: cash: (1) the assumption by the transferee of Indebtedness of the Company (other than Disqualified Stock or any Subordinated Obligations of the Company) or Indebtedness of a Restricted Subsidiary (other than Note Guarantor Subordinated Obligations) and the release of the Company or such Restricted Subsidiary from all liability on the principal amount of such Indebtedness in connection with such Asset Disposition and Disposition; (2) securities securities, notes or other obligations received by the Company or any Restricted Subsidiary of the Company from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash.; (b3) In Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the event of an Asset Disposition extent that requires the purchase of Securities (and other Senior Indebtedness) pursuant to Section 4.8(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer 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 or any Restricted Subsidiary; and (5) any Designated Non-Cash Consideration received by the Company for the Securities and or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Senior Indebtedness (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds the Net Available Designated Non-Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness Consideration received pursuant to this Section 4.8 if 4.10 that is at that time outstanding, not to exceed 10% of Total Assets at the Net Available time of the receipt of such Designated Non-Cash available therefor is less than $20.0 million Consideration (which lesser amount shall be carried forward for purposes with the fair market value of determining whether such an Offer is required with respect each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to the Net Available Cash from any subsequent Asset Dispositionchanges in value). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (di) The Company shall will comply, to the extent applicable, with the requirements of Section 14(e10(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities Senior Notes pursuant to this SectionIndenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 4.10, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section Indenture by virtue of its compliance with such securities laws or regulationsany conflict.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless unless: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; ; (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash equivalents, or Cash Equivalents or Additional Assets or any combination thereof ("Permitted Consideration")Assets; provided, however, PROVIDED that the Company and its Restricted Subsidiaries shall be permitted will not need to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith comply with this clause (2) with respect to an Asset Disposition consisting of all or substantially all of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assetsassets used in its Connectivity Solutions business; and and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) ) (A) firstFIRST, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of a Restricted Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) secondSECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and and (C) thirdTHIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer offer to the holders Holders of the Securities Notes (and to holders Holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities Notes (and such other 45 Senior IndebtednessIndebtedness of the Company) pursuant to and subject to the conditions of contained in Section 4.8(b4.07(b); providedPROVIDED, howeverHOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.84.10(a), the Company and the Restricted Subsidiaries shall will not be required to apply any Net Available Cash in accordance with this Section 4.8(a) covenant except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are is not applied in accordance with this Section 4.8(a) covenant exceeds $20.0 million75,000,000. Pending application of Net Available Cash pursuant to this Section 4.8(a)covenant, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce any short-term loans or any revolving credit indebtednessIndebtedness, including, without limitation, under the Credit Agreements, and such temporary reductions shall not result in any permanent reduction in the availability under the revolving portion of such credit facility. For the purposes of this Section 4.8(a4.10(a), the following are deemed to be cash or cash equivalents: Cash Equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and Disposition; and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities Notes (and other Senior IndebtednessIndebtedness of the Company) pursuant to Section 4.8(a)(3)(C)4.10(a)(3)(C) above, the Company shall will purchase Securities Notes tendered pursuant to an offer (the "EXCESS PROCEEDS OFFER") by the Company for the Securities Notes (and such other Senior Indebtedness (the "Offer"Indebtedness) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof), ) without premium, plus accrued but unpaid interest (or, in respect of such other Senior IndebtednessIndebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness Indebtedness) in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c4.10(c), provided that the procedures for making an offer to holders of other Senior Indebtedness will be as provided for by the terms of such Senior Indebtedness. If the aggregate purchase price of Securities (and any other Senior Indebtedness the securities tendered pursuant to the Offer) exceeds the Net Available Cash allotted to their purchase, the Company shall will select the Securities and other Senior Indebtedness securities to be purchased on a pro rata PRO RATA basis but in round denominations, which in the case of the Securities Notes will be denominations of $1,000 principal amount or multiples thereof. The the Company shall not be required to make such an Offer offer to purchase Securities Notes (and other Senior Indebtedness of the Company) pursuant to this Section 4.8 4.10(b) if the Net Available Cash available therefor is less than $20.0 million 75,000,000 (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 five days after the last date by which the Company becomes obligated must have applied Net Available Cash pursuant to make an OfferSection 4.10(a)(3)(B), the Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating prorationing as hereinafter described in Section 4.8(b) in the event the Excess Proceeds Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (Ai) 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 o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (Cii) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities Notes pursuant to the Excess Proceeds Offer, together with the information contained in clause (3)2) below. (2) Not later than the date upon which written notice of an Excess Proceeds Offer is delivered to the Trustee as provided belowabove, the Company shall deliver to the Trustee an Officers' Certificate as to (Ai) the amount of the Excess Proceeds Offer (the "Offer AmountOFFER AMOUNT"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Excess Proceeds Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.8(a) and (b4.10(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a the Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, funds an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this SectionSection 4.10. If The amount so deposited, at the Offer includes other Senior Indebtednessoption of, and pursuant to the specific written direction of, the deposit described in the preceding sentence Company, may be made with invested in Temporary Cash Investments, the maturity date of which is not later than the purchase date. The Company shall be entitled to any other paying agent pursuant to arrangements satisfactory to the Trusteeinterest or dividends accrued, earned or paid on such Temporary Cash Investments. Upon the expiration of the period for which the Excess Proceeds Offer remains open (the "Offer PeriodOFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities Notes or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Datepurchase date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities Notes and other Senior Indebtedness delivered by the Company to the Trustee is less than the Offer Amount applicable to the SecuritiesAmount, the Trustee shall deliver the excess to the Company immediately promptly after the expiration of the Offer Period for application in accordance with this Section 4.8Period. (3) Holders electing to have a Security Note purchased shall will be required to surrender the SecurityNote, with an appropriate form duly completed, to the Company at the address specified in the notice at least three ten Business Days prior to the Purchase Datepurchase date. Holders shall will be entitled to withdraw their election if the Trustee or the Company receives not later than one three Business Day Days prior to the Purchase Datepurchase date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security Note purchased. If at the expiration of the Offer Period the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Securities are purchased only in part shall will be issued new Securities Notes equal in principal amount to the unpurchased portion of the Securities Notes surrendered. (4) At the time the Company delivers Securities Notes to the Trustee which are to be accepted for purchase, the Company shall will also deliver an Officers' Certificate stating that the Securities were such Notes are to be accepted for payment by the Company pursuant to and in accordance with the terms of this covenantSection 4.10. A Security Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities Notes pursuant to this Sectioncovenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Sectioncovenant, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section covenant by virtue of its compliance with such securities laws or regulations. (e) Notwithstanding the foregoing, the Company will be permitted to consummate an Asset Disposition and will not be subject to the provisions of this covenant if a definitive written sale agreement relating to such Asset Disposition was entered into in good faith during a Suspension Period.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1i) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value Fair Market Value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; Disposition and (2ii) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash, cash or cash equivalents, Additional Assets or any combination thereof ("Permitted Consideration"); provided, however, . In the event and to the extent that the Net Available Cash received by the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from one or more Asset Dispositions and held by the Company and the Restricted Subsidiaries at occurring on or after May 17, 1999 in any one time shall not exceed period of 12 consecutive months exceeds 10% of Adjusted Consolidated Net Tangible Assets; and Assets (3) an amount equal to 100% determined as of the Net Available Cash from date closest to the commencement of such Asset Disposition is applied by 12-month period for which a consolidated balance sheet has been filed with the Commission or provided to the Trustee pursuant to Section 7.04(a)), then the Company (shall or such shall cause the relevant Restricted Subsidiary, as the case may be) Subsidiary to: (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) second, to the extent of the balance of such Net Available Cash after application application, if any, in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and and (C) third, to the extent of the balance of such Net Available Cash after application application, if any, in accordance with clauses (A) and (B) (the “Offer Excess Proceeds”), and subject to paragraph (b) below, to make an Offer offer to the holders of the Securities Notes (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities Notes (and such other Senior Indebtedness) pursuant to and subject to the conditions of Section 4.8(b)set forth in paragraph (b) below; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8paragraph, the Company and the Restricted Subsidiaries shall be entitled, but shall not be required required, to apply any Net Available Cash in accordance accor- dance with this Section 4.8(a) paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a) paragraph exceeds $20.0 US$10 million. Pending application of Net Available Cash pursuant to this Section 4.8(a)covenant, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtednessPermitted Investments. For the purposes of this Section 4.8(a)covenant, the following are deemed to be cash or cash equivalents: (1x) the assumption of Indebtedness (other than Subordinated Obligations) of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2y) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires an offer to purchase the purchase of Securities Notes (and other Senior Indebtedness) pursuant to Section 4.8(a)(3)(C)clause (a)(C) above, the Company will be required to purchase (an “Asset Sale Offer”), from all Holders issued under this Indenture, that aggregate principal amount of Notes as can be purchased by application of such Offer Excess Proceeds at a price in cash equal to 100% of the principal amount thereof plus, in each case, accrued and unpaid interest, if any, to the purchase date. Each Asset Sale Offer shall remain open for a period of 20 business days or such longer period as may be required by law. To the extent that the aggregate purchase Securities price for the applicable issue of Notes tendered pursuant to an offer by Asset Sale Offer is less than the Offer Excess Proceeds, the Company or any Restricted Subsidiary may use such deficiency for the Securities and such other Senior Indebtedness (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c)general corporate purposes. If the aggregate purchase price of Securities (for the Notes validly tendered and any other Senior Indebtedness tendered pursuant to the Offer) not withdrawn by holders thereof exceeds the Net Available Cash allotted to their purchaseamount of Notes which can be purchased with the Offer Excess Proceeds, the Company shall select the Securities and other Senior Indebtedness Notes to be purchased will be selected on a pro rata basis but in round denominationsbasis. Upon completion of such Asset Sale Offer, the amount of Offer Excess Proceeds shall be reset to zero. Notice of an Asset Sale Offer shall be mailed by the Company (or upon the Company’s request, at the Company’s expense, shall be mailed by the Trustee), not more than 20 Business Days after the obligation to make such Asset Sale Offer arises to the Holders of Notes at their last registered addresses with a copy to the Trustee and the Paying Agent. The Asset Sale Offer shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the date fixed for Purchase of Notes validly tendered and not withdrawn, which in date shall be not later than the case 30th Business Day following the mailing of such Asset Sale Offer (the “Asset Sale Offer Purchase Date”). The notice, which shall govern the terms of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company Asset Sale Offer, shall not be include such disclosures as are required to make an by law and shall state: (i) that the Asset Sale Offer to purchase Securities (and other Senior Indebtedness is being made pursuant to this Section 4.8 if 10.15 and that the Net Available Cash available therefor is less than $20.0 million (which lesser amount Asset Sale Offer shall remain open for a period of 20 Business Days or such longer period as may 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).by law; (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (Aii) the most recently filed Annual Report on Form 10-K purchase price (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 o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount")accrued interest, including information as to any other Senior Indebtedness included in the Offerif any) for each Note, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Sale Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or and the date on which the Purchase Date if funds are immediately available by open of business, an amount equal to the Asset Sale Offer Amount to be held expires; (iii) that any Note not tendered for payment will continue to accrue interest in accordance with the provisions of this Section. If the Offer includes other Senior Indebtednessterms thereof; (iv) that, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), unless the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder default in the amount payment of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company , any Note accepted for payment pursuant to the Trustee is less than the Asset Sale Offer Amount applicable shall cease to the Securities, the Trustee shall deliver the excess to the Company immediately accrue interest after the expiration of the Asset Sale Offer Period for application in accordance with this Section 4.8.Purchase Date; (3v) that Holders electing to have a Security Notes purchased shall pursuant to an Asset Sale Offer will be required to surrender the Security, with an appropriate form duly completed, their Notes to the Company Paying Agent at the address specified in the notice at least three Business Days prior to 5:00 p.m., New York City time, on the Asset Sale Offer Purchase Date. Date and must complete any form letter of transmittal proposed by the Company and acceptable to the Trustee and the Paying Agent; (vi) that Holders shall of Notes will be entitled to withdraw their election if the Trustee or the Company receives Paying Agent receives, not later than one Business Day prior to 5:00 p.m., New York City time, on the Asset Sale Offer Purchase Date, a telex, facsimile transmission or letter setting forth the name of the HolderHolders, the principal amount of Notes the Security which was Holders delivered for purchase by purchase, the Holder Note certificate number (if any) and a statement that such Holder is withdrawing his election to have such Security purchased. Notes pur- chased; (vii) that Holders whose Securities Notes are purchased only in part shall will be issued new Securities Notes of like tenor equal in principal amount to the unpurchased portion of the Securities Notes surrendered.; (4viii) At the time instructions that Holders must follow in order to tender their Notes; and (ix) information concerning the business of the Company, the most recent annual and quarterly reports of the Company delivers Securities filed with the SEC pursuant to the Exchange Act (or, if the Company is not required to file any such reports with the SEC, the comparable reports prepared pursuant to Section 7.04(a)) and such other information concerning the circumstances and relevant facts regarding such Asset Sale and Asset Sale Offer as would, in the good faith judgment of the Company, be material to a Holder of Notes in connection with the decision of such Holder as to whether or not it should tender Notes pursuant to the Asset Sale Offer. On the Asset Sale Offer Purchase Date, the Company will (i) accept for payment Notes or portions thereof tendered pursuant to the Asset Sale Offer, (ii) deposit with the Paying Agent money, in immediately available funds, sufficient to pay the purchase price of all Notes or portions thereof so tendered and accepted and (iii) deliver to the Trustee which are to be the Notes so accepted for purchase, the Company shall also deliver together with an Officers' ’ Certificate stating that setting forth the Securities were Notes or portions thereof tendered to and accepted for payment by the Company Company. The Paying Agent will promptly mail or deliver to the Holders of Notes so accepted payment in accordance with an amount equal to the terms purchase price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note of this covenantlike tenor equal in principal amount to any unpurchased portion of the Note surrendered. A Security Any Notes not so accepted shall be deemed to have been accepted for purchase at promptly mailed or delivered by the time the Trustee, directly or through an agent, mails or delivers payment therefor Company to the surrendering Holder. (d) Holder thereof. The Company shall comply, to will publicly announce the extent applicable, with the requirements of Section 14(e) results of the Exchange Act and any other securities laws or regulations in connection with Asset Sale Offer not later than the repurchase of Securities pursuant to this Section. To first Business Day following the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulationsAsset Sale Offer Purchase Date.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless unless: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of DirectorsDirectors of the Company or such Subsidiary as the case may be, of the shares and assets subject to such Asset Disposition; (2) 96 EXECUTION 106 Disposition and at least 7570% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash or cash equivalents, Additional Assets or any combination thereof ; and ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and (32) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of a Restricted Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer offer to the holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) 9% Notes to purchase Securities (and such other Senior Indebtedness) the 9% Notes pursuant to and subject to the conditions contained in the Indenture relating thereto; and (D) fourth, to the extent of Section 4.8(bthe balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), to cause the Note Issuer to make an offer to the Holders of the Securities and the DM Securities on a pro rata basis (determined in accordance with the respective outstanding principal amounts thereof at the time of such offer, as calculated by reference to an exchange rate of 1.8237 DM per $1.00) to purchase the Securities and the DM Securities pursuant to and subject to the conditions contained in the Indenture (in the case of the Securities) and in the DM Indenture (in the case of the DM Securities); provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (C) or (CD) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8paragraph, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a) paragraph exceeds $20.0 million20,000,000. Pending application of Net Available Cash pursuant to this Section 4.8(a)covenant, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtednessPermitted Investments. For the purposes of this Section 4.8(a)covenant, the following are deemed to be cash or cash equivalents: (1x) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2y) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of the Securities (and other Senior Indebtedness) pursuant to Section 4.8(a)(3)(C)clause (a)(2)(D) above, the Company shall Note Issuer will purchase the Securities tendered pursuant to 97 EXECUTION 107 an offer by the Company Note Issuer for the Securities and such other Senior Indebtedness (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, ) plus accrued but unpaid interest, by mailing a notice to each Holder with a copy to the Trustee, within 30 days following the determination by or on behalf of the holders of the 9% Notes as to the amount of the 9% Notes to be purchased pursuant to the offer to repurchase the 9% Notes made pursuant to clause (a)(2)(C) above, stating: (i) that an Asset Disposition that requires the purchase of the Securities pursuant to clause (a)(2)(D) above has occurred and that such Holder has a right to require the Note Issuer to repurchase Securities at a purchase price of 100% of their principal amount (without premium) plus accrued and unpaid interest (or, in respect an amount not to exceed the balance of Net Available Cash from such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness Asset Disposition after application in accordance with clauses (A), (B) and (C) of this covenant and that the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case amount available for repurchase of the Securities will be denominations increased to the extent that the holders of the DM Securities do not accept the offer to repurchase the DM Securities made pursuant to clause (D) above and the applicable provisions of the DM Indenture; (ii) the repurchase date (which shall be no earlier than 30 days not later than 60 days from the date such notice is mailed); (iii) that the tendered Securities will be repurchased pro rata in the event of oversubscription; provided, that the unrepurchased portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security; (iv) the instructions determined by the Note Issuer, consistent with the covenant described hereunder, that a Holder must follow in order to have its Securities purchased; and (v) that each Security shall be subject to repurchase only in the amount of $1,000 principal amount or integral multiples thereof. The Company Note Issuer shall not be required to make such an Offer offer to purchase Securities (and other Senior Indebtedness pursuant to this Section 4.8 covenant if the Net Available Cash available therefor is less than $20.0 million 20,000,000 (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and . Each Security shall be subject to repurchase only in the amount of $1,000 or integral multiples thereof. Upon presentation of any event within 10 days after the Company becomes obligated to make an OfferSecurity repurchased in part only, the Company Note Issuer shall execute and the Trustee shall authenticate and deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amountthereof, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business expense of the Company which Note Issuer, a new Security (and the Company in good faith believes will enable such Holders Guarantors shall execute their Guaranties to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statementsbe endorsed thereon) of the Companyauthorized denominations, 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 o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an aggregate principal amount equal to the Offer Amount to be held for payment in accordance with unredeemed portion of the provisions of this SectionSecurity so presented and having the same Issue Date, Stated Maturity and terms. If the Offer includes other Senior Indebtednessa Global Security is so surrendered, the deposit described in the preceding sentence may such new Security will also be made with any other paying agent pursuant to arrangements satisfactory to the Trusteea new Global Security. Upon the expiration of the period for which the Offer remains open 98 EXECUTION 108 (the "Offer Period")c) The Note Issuer shall, and the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the SecuritiesNote Issuer to, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Sectioncovenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Sectioncovenant, the Note Issuer shall, and the Company shall cause the Note Issuer to, comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section clause by virtue of its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value value, as determined in good faith by the Company's Board of Directors (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; , (2ii) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash equivalents, Additional Assets or any combination thereof ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; Cash Equivalents and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) firstFIRST, to the extent the Company or any Restricted Subsidiary elects (or is required by the terms of any Secured Indebtedness), (x) to prepay, repay, redeem repay or purchase Senior Secured Indebtedness within 45 days from the later of the Company date of such Asset Disposition or Indebtedness the receipt of such Net Available Cash or (other than any Disqualified Stocky) of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company investment in or an Affiliate acquisition of the Company) Additional Assets within one year 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) secondSECOND, within 360 days from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company electsmake an offer to purchase Securities at 100% of their principal amount plus accrued and unpaid interest, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cashif any, thereon; and (C) thirdTHIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to (w) the holders investment in or acquisition of Additional Assets, (x) the Securities making of Temporary Cash Investments or (y) any other purpose otherwise permitted under this Indenture, in each case within the later of 45 days after the application of Net Available Cash in accordance with clauses (A) and to holders (B) or the date that is one year from the receipt of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness) pursuant to and subject to the conditions of Section 4.8(b)Net Available Cash; providedPROVIDED, howeverHOWEVER, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (CB) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8provisions, the Company and the its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a) exceeds covenant at any time exceed $20.0 10.0 million. Pending application of The Company shall not be required to make an offer for Securities pursuant to this covenant if the Net Available Cash pursuant available therefor (after application of the proceeds as provided in clause (A)) 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 this Section 4.8(a), such the Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtednessfrom any subsequent Asset Disposition). For the purposes of this Section 4.8(a)covenant, the following are will be deemed to be cash or cash equivalentscash: (1x) the assumption by the transferee of Senior Indebtedness of the Company or Senior Indebtedness of any Restricted Subsidiary of the Company and the release of the Company or such Restricted Subsidiary from all liability on such Senior Indebtedness in connection with such Asset Disposition (in which case the Company shall, without further action, be deemed to have applied such assumed Indebtedness in accordance with clause (A) of the preceding paragraph) and (2y) securities received by the Company or any Restricted Subsidiary of the Company from the transferee that are promptly (and in any event within 90 days) converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness) pursuant to Section 4.8(a)(3)(Cclause (a)(iii)(B), the Company shall will be required to purchase Securities tendered pursuant to an offer by the Company for the Securities and such other Senior Indebtedness (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but and unpaid interest (or, in respect of such other Senior Indebtedness, such lesser priceinterest, if any, as may be provided for by to the terms of such Senior Indebtedness purchase date in accordance with the procedures (including prorationing prorating in the event of over subscriptionoversubscription) set forth in Section 4.8(c)this Indenture. If the aggregate purchase price of the Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds offer is less than the Net Available Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness pursuant to this Section 4.8 if the Net Available Cash available therefor 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). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver Company will apply the excess to the Company immediately after the expiration of the Offer Period for application remaining Net Available Cash in accordance with this Section 4.8clause (a)(iii)(C) above. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (dc) The Company shall will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this SectionIndenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Sectioncovenant, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section Indenture by virtue of its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless unless: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of DirectorsDirectors (or, in the case of any sale of timberland pursuant to a Pre-Approved Timberland Sale Initiative, as determined in good faith by an executive officer of the Company), of the shares and assets subject to such Asset Disposition; ; (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, (A) cash equivalents, or cash equivalents or (B) Additional Assets or any combination thereof ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) ) (A) first, to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer offer to the holders Holders of the Securities Notes (and to holders Holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities Notes (and such other Senior IndebtednessIndebtedness of the Company) pursuant to and subject to the conditions of Section 4.8(b)contained in this Indenture; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (AB) or (C) aboveabove (other than with the Net Available Cash from any Asset Disposition of timberland pursuant to a Pre-Approved Timberland Sale Initiative), the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.84.06, the Company and the Restricted Subsidiaries shall will not be required to apply any Net Available Cash in accordance with this Section 4.8(a) 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are is not applied in accordance with this Section 4.8(a) 4.06 exceeds $20.0 25.0 million. Pending application of Net Available Cash pursuant to this Section 4.8(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.8(a)4.06, the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness) pursuant to Section 4.8(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities and such other Senior Indebtedness (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness pursuant to this Section 4.8 if the Net Available Cash available therefor 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). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.:

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash equivalents, Additional Assets or any combination thereof ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Debt Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Debt Securities (and such other Senior Indebtedness) pursuant to and subject to the conditions of Section 4.8(b4.15(b); provided, however, that in connection with any prepayment, repayment repay ment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a, (a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a4.15(a) exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.8(a4.15(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.8(a4.15(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Debt Securities (and other Senior Indebtedness) Indebtedness pursuant to Section 4.8(a)(3)(C4.15(a)(3)(C), the Company shall purchase Debt Securities tendered pursuant to an offer by the Company for the Debt Securities and such other Senior Indebtedness (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c4.15(c). If the aggregate purchase price of Debt Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds the Net Available Cash allotted to their purchase, the Company shall select the Debt Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Debt Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Debt Securities (and other Senior Indebtedness pursuant to this Section 4.8 4.15 if the Net Available Cash available therefor 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). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Debt Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b4.15(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Debt Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a4.15(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Debt Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Debt Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Debt Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.84.15. (3) Holders electing to have a Debt Security purchased shall be required to surrender the Debt Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Debt Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Debt Security purchased. Holders whose Debt Securities are purchased only in part shall be issued new Debt Securities equal in principal amount to the unpurchased portion of the Debt Securities surrendered. (4) At the time the Company delivers Debt Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenantsuch Debt Section. A Debt Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Debt Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall Borrower will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless unless: (1i) the Company Borrower or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; , as such fair market value (2on the date a legally binding commitment for such Asset Disposition was entered into) may be determined (and shall be determined, to the extent such Asset Disposition or any series of related Asset Dispositions involves aggregate consideration in excess of the greater of $67,500,000 and 25.00% of Consolidated EBITDA for the most recently ended four-fiscal quarter period for which consolidated financial statements of the Borrower are available) in good faith by the Borrower, whose determination shall be conclusive (including as to the value of all noncash consideration); (ii) in the case of any Asset Disposition (or series of related Asset Dispositions) having a fair market value (on the date a legally binding commitment for such Asset Disposition was entered into) in excess of the greater of $67,500,000 and 25.00% of Consolidated EBITDA for the most recently ended four-fiscal quarter period for which consolidated financial statements of the Borrower are available, at least 7575.00% of the consideration thereof therefor (excluding, in the case of an Asset Disposition (or series of related Asset Dispositions), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) received by the Company Borrower or such Restricted Subsidiary is in the form of cash; and (iii) to the extent required by Subsection 8.4(b), cash equivalents, Additional Assets or any combination thereof ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and (3) an amount equal to 100100.00% of the Net Available Cash from such Asset Disposition is applied by the Company Borrower (or such any Restricted Subsidiary, as the case may be) as provided therein. (Ab) In the event that on or after the Closing Date the Borrower or any Restricted Subsidiary shall make an Asset Disposition or a Recovery Event in respect of Collateral shall occur, subject to Subsection 8.4(a), an amount equal to 100.00% of the Net Available Cash from such Asset Disposition or Recovery Event shall be applied by the Borrower (or any Restricted Subsidiary, as the case may be) as follows: (i) first, either (x) if the Borrower or such Restricted Subsidiary elects, to the extent such Asset Disposition or Recovery Event is an Asset Disposition or Recovery Event of assets that constitute ABL Priority Collateral, to purchase, redeem, repay or prepay, to the extent the Company elects (Borrower or any Restricted Subsidiary is required by the terms of any Indebtedness)thereof, to prepay, repay, redeem Indebtedness under the Senior ABL Facility or purchase Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of a Restricted Subsidiary (in each the case of letters of credit, bankers’ acceptances or other than similar instruments issued thereunder) cash collateralize any such Indebtedness owed to within the Company or an Affiliate of the Company) within one year from time period required by such Indebtedness after the later of the date of such Asset Disposition or Recovery Event, as the case may be, and the date of receipt of such Net Available Cash; Cash or (By) to the extent the Borrower or such Restricted Subsidiary elects (by delivery of an officer’s certificate by a Responsible Officer to the Administrative Agent) to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary) with an amount equal to Net Available Cash received by the Borrower or another Restricted Subsidiary within (a) 365 days after the later of the date of such Asset Disposition or Recovery Event, as the case may be, and the date of receipt of such Net Available Cash (such period the “Reinvestment Period”) or, (b) if such investment in Additional Assets is a project authorized by the Board of Directors that will take longer than such 365 days to complete and is subject to a binding written commitment entered into during the Reinvestment Period, an additional 180 days after the last day of the Reinvestment Period (it being understood and agreed that if no such investment is made within the Reinvestment Period as extended by this clause (b), the Borrower shall make the prepayments required by Subsection 8.4(b)(ii) on the earlier to occur of (I) the last day of such Reinvestment Period as extended by this clause (b) and (II) the date the Borrower elects not to pursue such investment); (ii) second, (1) if no application of Net Available Cash election is made pursuant to preceding clause (i) with respect to such Asset Disposition or Recovery Event or (2) if such election is made to the extent of the balance of such Net Available Cash or equivalent amount after application in accordance with Subsection 8.4(b)(i), within ten Business Days after the end of the Reinvestment Period specified in clause (Ai) above (as extended pursuant to clause (y) of such clause (i)) (x) to the extent such Asset Disposition or Recovery Event is an Asset Disposition or Recovery Event of assets that constitute Collateral, to purchase, redeem, repay, prepay, make an offer to prepay or repurchase, or deliver a notice of redemption, in accordance with Subsection 4.4(e)(i) (subject to Subsection 4.4(h)) or the agreements or instruments governing the relevant Indebtedness described in clause (B) below subject to any provision under such agreement or instrument analogous to Subsection 4.4(h)), as applicable, (A) the Term Loans and (B) to the extent the Company elects, Borrower or any Restricted Subsidiary is required by the terms thereof any Pari Passu Indebtedness on a pro rata basis with the Term Loans and (y) to acquire Additional Assets within one year from the later of the date of extent such Asset Disposition is an Asset Disposition of assets that do not constitute Collateral, to purchase, redeem, repay, prepay, make an offer to prepay or repurchase, or deliver a notice of redemption, in accordance with Subsection 4.4(e)(i) (subject to Subsection 4.4(h)) or the receipt of agreements or instruments governing any relevant Indebtedness permitted under Subsection 8.1 (subject to any provision under such Net Available Cash; agreement or instrument analogous to Subsection 4.4(h)), as applicable, (A) the Term Loans and (CB) to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof, any other Indebtedness (other than Indebtedness subordinated in right of payment to the Term Loan Facility Obligations) on a pro rata basis with the Term Loans; and (iii) third, to the extent of the balance of such Net Available Cash or equivalent amount after application in accordance with clauses (ASubsections 8.4(b)(i) and (B)ii) above, to make an Offer fund (to the holders extent consistent with any other applicable provision of the Securities this Agreement) any general corporate purpose (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness) pursuant to and subject including but not limited to the conditions repurchase, repayment or other acquisition or retirement of Section 4.8(bJunior Debt); provided, however, that in connection with any prepayment, repayment repayment, purchase or purchase redemption of Indebtedness pursuant to clause (A) or (Cii) above, the Company Borrower or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid repaid, purchased or purchased. redeemed; provided, further, that the Borrower (or any Restricted Subsidiary, as the case may be) may elect to invest in Additional Assets prior to receiving the Net Available Cash attributable to any given Asset Disposition (provided that, such investment shall be made no earlier than the earliest of notice of the relevant Asset Disposition to the Administrative Agent, execution of a definitive agreement for the relevant Asset Disposition, and consummation of the relevant Asset Disposition) and deem the amount so invested to be applied pursuant to and in accordance with Subsection 8.4(b)(i) above with respect to such Asset Disposition. (c) Notwithstanding the foregoing provisions of this Section 4.8Subsection 8.4, the Company Borrower and the its Restricted Subsidiaries shall not be required to apply any Net Available Cash or equivalent amount in accordance with this Section 4.8(a) Subsection 8.4 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are and Recovery Events in respect of Collateral or equivalent amount that is not applied in accordance with this Section 4.8(a) Subsection 8.4 exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.8(a54,000,000 (any amounts below such threshold, the “Below Threshold Proceeds”), in which case the Borrower and its Subsidiaries shall apply all such Net Available Cash shall be invested from such Asset Dispositions and Recovery Events or equivalent amount in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. accordance with Subsection 8.4(b)(iii). (d) For the purposes of this Section 4.8(aSubsection 8.4(a)(ii), the following are deemed to be cash or cash equivalentscash: (1) Temporary Cash Investments and Cash Equivalents, (2) the assumption of Indebtedness of the Company Borrower (other than Disqualified Stock of the Borrower) or any Restricted Subsidiary and the release of the Company Borrower or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Disposition Disposition, (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (24) securities received by the Company Borrower or any Restricted Subsidiary from the transferee that are promptly converted by the Company Borrower or such Restricted Subsidiary into cash. cash within 180 days, (b5) In consideration consisting of Indebtedness of the event Borrower or any Restricted Subsidiary, (6) Additional Assets, and (7) any Designated Noncash Consideration received by the Borrower or any of its Restricted Subsidiaries in an Asset Disposition that requires the purchase of Securities (and having an aggregate Fair Market Value, taken together with all other Senior Indebtedness) Designated Noncash Consideration received pursuant to Section 4.8(a)(3)(Cthis clause (7), not to exceed an aggregate amount at any time outstanding equal to the Company shall purchase Securities tendered pursuant to an offer by the Company greater of $94,500,000 and 35.00% of Consolidated EBITDA for the Securities and most recently ended four-fiscal quarter period for which consolidated financial statements of the Borrower are available (with the Fair Market Value of each item of Designated Noncash Consideration being measured on the date a legally binding commitment for such other Senior Indebtedness (the "Offer") at a purchase price of 100% of their principal amount Asset Disposition (or, in if later, for the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect payment of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness item) was entered into and without giving effect to subsequent changes in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness pursuant to this Section 4.8 if the Net Available Cash available therefor 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 Dispositionvalue). (1e) PromptlyIn connection with any Asset Disposition permitted under this Subsection 8.4 or a Disposition that is excluded from the definition of “Asset Disposition”, the Administrative Agent shall, and in any event within 10 days after the Company becomes obligated to make an OfferLenders hereby authorize the Administrative Agent to, execute such releases of Liens and take such other actions as the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder Borrower may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations reasonably request in connection with the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulationsforegoing.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value value, as determined in good faith by the Company's Board of Directors (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; , (2ii) at least 7580% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash equivalents, Additional Assets or any combination thereof ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; Cash Equivalents and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company or any Restricted Subsidiary elects (or is required by the terms of any IndebtednessSecured indebtedness), (x) to prepay, repay, redeem repay or purchase Senior Secured Indebtedness of the Company or Indebtedness (other than any Disqualified Stocky) of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company investment in or an Affiliate acquisition of the Company) Additional Assets within one year 270 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, within 270 days from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company electsmake an offer to purchase Notes at 101% of their principal amount plus accrued and unpaid interest, to acquire Additional Assets if any, thereon; (C) third, within one year from 90 days after the later of the application of Net Available Cash in accordance with clauses (A) and (B) and the date of such Asset Disposition or that is one year from the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer prepay, repay or repurchase Indebtedness (other than Preferred Stock) of the Company or of a Wholly-Owned Subsidiary (in each case other than Indebtedness owed to the holders Company); and (D) fourth, to the extent of the Securities balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), to holders (w) the investment in or acquisition of other Senior Additional Assets, (x) the making of Temporary Cash Investments, (y) the prepayment, repayment or purchase of Indebtedness of the Company designated by (other than Indebtedness owing to any Subsidiary of the Company) to purchase Securities or Indebtedness of any Subsidiary (and such other Senior Indebtedness) pursuant to and subject than Indebtedness owed to the conditions Company or any of Section 4.8(bits Subsidiaries) or (z) any other purpose otherwise permitted under the Indenture, in each case within the later of 45 days after the application of Net Available Cash in accordance with clauses (A), (B) and (C) or the date that is one year from the receipt of such Net Available Cash; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (B), (C) or (CD) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8provisions, the Company and the its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a) exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.8(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.8(a)covenant, the following are will be deemed to be cash or cash equivalentscash: (1x) the assumption by the transferee of Senior Indebtedness of the Company or Senior Indebtedness of any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Senior Indebtedness in connection with such Asset Disposition (in which case the Company shall, without further action, be deemed to have applied such assumed Indebtedness in accordance with clause (A) of the preceding paragraph) and (2y) securities received by the Company or any Restricted Subsidiary of the Company from the transferee that are promptly (and in any event within 60 days) converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness) Notes pursuant to Section 4.8(a)(3)(Cclause (a)(iii)(B), the Company shall will be required to purchase Securities Notes tendered pursuant to an offer by the Company for the Securities and such other Senior Indebtedness (the "Offer") Notes at a purchase price of 100101% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but and unpaid interest (or, in respect of such other Senior Indebtedness, such lesser priceinterest, if any, as may be provided for by to the terms of such Senior Indebtedness purchase date in accordance with the procedures (including prorationing prorating in the event of over subscriptionoversubscription) set forth in Section 4.8(c)this Indenture. If the aggregate purchase price of Securities (and any other Senior Indebtedness the Notes tendered pursuant to the Offer) exceeds offer is less than the Net Available Cash allotted to their purchasethe purchase of the Notes, the Company shall select will apply the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness pursuant to this Section 4.8 if the remaining Net Available Cash available therefor is less than $20.0 million in accordance with clauses (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)a) (iii) (C) or (D) above. (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (dc) The Company shall will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities Notes pursuant to this SectionIndenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Sectioncovenant, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section Indenture by virtue of its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless unless: (1) in the case of any Asset Disposition involving shares or assets having a value equal to or in excess of $1.0 million, the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as such fair market value to be determined on the value date of all non-cash considerationcontractually agreeing to such Asset Disposition), as determined in good faith by the Board of DirectorsDirectors (including the value of all non-cash consideration), of the shares and assets subject to such Asset Disposition; (2) in the case of any Asset Disposition involving shares or assets having a value equal to or in excess of $1.0 million, at least 75% of the consideration thereof from such Asset Disposition received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash, cash equivalents, Additional Assets or any combination thereof ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible AssetsCash Equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may bebe (a) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem repay or purchase Senior secured Indebtedness of the Company or secured Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock) Stock or Guarantor Subordinated Obligations of a Restricted Subsidiary (that is a Subsidiary Guarantor), in each case other than Indebtedness owed to the Company or an Affiliate of the CompanyCompany (other than to the extent such Indebtedness is permitted under Sections 3.3(b)(1) , 3.3(b)(2)(solely with respect to Guarantees under this Agreement), 3.3(b)(4)(a), 3.3(b)(4)(c)(solely with respect to the Securities), Section 3.3(b)(6), Section 3.3(b)(10) and Section 3.3(b)(11)), within one year 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness) pursuant to and subject to the conditions of Section 4.8(b); provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (A) or (C) abovea), the Company or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding ; or (b) to invest in Additional Assets within 360 days from the foregoing provisions later of this Section 4.8, the Company and date of such Asset Disposition or the Restricted Subsidiaries shall not be required to apply receipt of such Net Available Cash; provided that pending the final application of any such Net Available Cash in accordance with Section 3.7(a)(3)(a) or Section 3.7(a)(3)(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; provided, further, that in the case of an Asset Disposition of Collateral, any cash will be deposited in the Collateral Account or otherwise in accordance with the Intercreditor Agreement. (b) Any Net Available Cash from Asset Dispositions that are not applied or invested as provided in Section 4.8(a3.7(a)(3) will be deemed to constitute “Excess Proceeds.” On the 361st day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Securities to purchase the maximum principal amount of 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 of the Securities plus accrued and unpaid interest to but not including the date of purchase, in accordance with the procedures set forth in this Indenture in denominations of $1 principal amount and integral multiples of $1 in excess thereof. To the extent that the aggregate amount of Securities 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 (x) for general corporate purposes, subject to other covenants contained in this Indenture; provided that to the extent that the assets disposed of in such asset sale constitutes Collateral, any assets purchased with such Excess Proceeds shall be pledged as Collateral pursuant to the Collateral Documents or (y) to make Restricted Payments in accordance with Section 3.5(a) (such Excess Proceeds not so invested, applied or used for general corporate purposes, “Extra Asset Sale Proceeds”). If the aggregate principal amount of Securities surrendered by holders thereof surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Securities to be purchased on a pro rata basis in authorized denominations of the aggregate principal amount of tendered Securities. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (1) The Asset Disposition Offer 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 aggregate Net Available Cash from all “Asset Dispositions which are not applied in accordance with this Section 4.8(a) exceeds $20.0 millionDisposition Offer Period”). Pending application No later than five Business Days after the termination of Net Available Cash the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Securities required to be purchased pursuant to this Section 4.8(a)3.7 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Securities validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such Net Available Cash shall record date, and no additional interest will be invested payable to Holders who tender Securities pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Securities or portions thereof so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Securities so validly tendered and not properly withdrawn, in Temporary Cash Investments each case in denominations of $1 and integral multiples of $1 in excess thereof. The Company will deliver to the Trustee an Officers’ Certificate stating that such Securities or applied portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.7. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to temporarily reduce revolving credit indebtednesseach tendering Holder of Securities an amount equal to the purchase price of the 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 Security, and the Trustee, upon delivery of a Company Order, will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered; provided that each such new Security will be in a principal amount of $1 or an integral multiple of $1 in excess thereof. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. For the purposes of this Section 4.8(a)3.7, the following are will be deemed to be cash or cash equivalents: cash: (1) the assumption by the transferee of Indebtedness (other than Subordinated Obligations or Disqualified Stock) of the Company or any Indebtedness of a Restricted Subsidiary (other than Guarantor Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified Stock of any Wholly-Owned Subsidiary that is a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with Section 3.7(a)(3)(a)); and (2) securities securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness) pursuant to Section 4.8(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities and such other Senior Indebtedness (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness pursuant to this Section 4.8 if the Net Available Cash available therefor 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). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this SectionIndenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 3.7, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section Indenture by virtue of its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless unless: (1) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time (including by way of such Asset Disposition relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (including as such fair market value to be determined on the value date of all non-cash considerationcontractually agreeing to such Asset Disposition), as determined in good faith by the Board of DirectorsCompany, of the shares and assets subject to such Asset Disposition; Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), with a purchase price in excess of the greater of $100.0 million and 25% of LTM EBITDA, at least 75% of the consideration thereof from such Asset Disposition, together with all other Asset Dispositions since the Issue Date (on a cumulative basis) (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by the Company or such Restricted Subsidiary is in the form of cash, cash equivalents, Additional Assets or any combination thereof ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; 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, is in the form of cash or Cash Equivalents; and (3) within 450 days from the later of (A) firstthe date of such Asset Disposition and (B) the receipt of the Net Available Cash from such Asset Disposition (as may be extended by an Acceptable Commitment as set forth below, the “Proceeds Application Period”), an amount equal to 100% of such Net Available Cash is applied, to the extent the Company elects or any Restricted Subsidiary, as the case may be, elects: (i) (a) to reduce, prepay, repay or purchase any Secured Indebtedness or Indebtedness under the Credit Agreement (or is required by the terms of any IndebtednessRefinancing Indebtedness in respect thereof), (b) to reduce, prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or Indebtedness Pari Passu Indebtedness; provided that (other than Indebtedness described in clause (a) above) the Company ratably repays the Notes, (c) to make an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to redeem Notes as described under Section 5.7 or purchase Notes through open-market purchases or in privately negotiated transactions, or (d) to reduce, prepay, repay or purchase any Disqualified Stock) Indebtedness of a Restricted Subsidiary Non-Guarantor (in each case case, other than Indebtedness owed to the Company or an Affiliate of the Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness) pursuant to and subject to the conditions of Section 4.8(bany Restricted Subsidiary); provided, however, that that, in connection with any reduction, prepayment, repayment or purchase of Indebtedness pursuant to this clause (A) or (C) abovei), the Company or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if anyother than obligations in respect of any asset-based credit facility to the extent the assets sold or otherwise disposed of in connection with such Asset Disposition constituted “borrowing base assets”) to be permanently reduced in an amount equal to the principal amount so reduced, prepaid, repaid or purchased. Notwithstanding ; (a) to invest (including capital expenditures) in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary); or (b) to invest (including capital expenditures) in any one or more businesses, properties or assets that replace the foregoing provisions businesses, properties and/or assets that are the subject of this Section 4.8such Asset Disposition, with any such investment made by way of a capital or other lease valued at the Company and present value of the Restricted Subsidiaries minimum amount of payments under such lease (as reasonably determined by the Company); provided, however, that a binding agreement shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) except to the extent that the aggregate treated as a permitted application of Net Available Cash from all Asset Dispositions which are not the date of such commitment with the good faith expectation that an amount equal to Net Available Cash will be applied in accordance with this Section 4.8(ato satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”); or (iii) exceeds $20.0 million. Pending any combination of the foregoing; provided that (1) pending the final application of the amount of any such Net Available Cash pursuant to this Section 4.8(a)3.5, the Company or the applicable Restricted Subsidiaries may apply such Net Available Cash temporarily to reduce Indebtedness (including under the Credit Facilities) or otherwise apply such Net Available Cash in any manner not prohibited by this Indenture, and (2) the Company (or any Restricted Subsidiary, as the case may be) may elect to invest in Additional Assets prior to receiving the Net Available Cash attributable to any given Asset Disposition (provided that such investment shall be made no earlier than the earliest of notice to the Trustee of the relevant Asset Disposition, execution of a definitive agreement for the relevant Asset Disposition, and consummation of the relevant Asset Disposition) and deem the amount so invested to be applied pursuant to and in Temporary accordance with clause (ii) above with respect to such Asset Disposition. If, with respect to any Asset Disposition, at the expiration of the Proceeds Application Period with respect to such Asset Disposition, there remains Net Available Cash Investments in excess of the greater of $100.0 million and 25% of LTM EBITDA (such amount of Net Available Cash that is equal to the greater of $100.0 million and 25% of LTM EBITDA, “Declined Excess Proceeds,” and such amount of Net Available Cash that is in excess of the greater of $100 million and 25% of LTM EBITDA, “Excess Proceeds”), then subject to the limitations with respect to Foreign Dispositions set forth below, the Company shall make an offer (an “Asset Disposition Offer”) no later than ten business days after the expiration of the Proceeds Application Period to all Holders of Notes and, if required by the terms of any Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, to purchase the maximum principal amount of such Notes and Pari Passu Indebtedness, as appropriate, on a pro rata basis, that may be purchased out of such Excess Proceeds, if any, at an offer price, in the case of the Notes, in cash in an amount equal to 100% of the principal amount thereof (or in the event such other Indebtedness was issued with original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any (or such lesser price with respect to Pari Passu Indebtedness, if any, as may be provided by the terms of such other Indebtedness), to, but not including, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture and the agreement governing the Pari Passu Indebtedness, as applicable, in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. Notices of an Asset Disposition Offer shall be sent by first class mail or sent electronically, at least 10 days but not more than 60 days before the purchase date to each Holder of the Notes at such Holder’s registered address or otherwise in accordance with the applicable procedures of DTC, with a copy to the Trustee. The Company may satisfy the foregoing obligation with respect to the Net Available Cash by making an Asset Disposition Offer prior to the expiration of the 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 Indenture. (b) To the extent that the aggregate amount (or accreted value, as applicable) of Notes and, if applicable, any other Pari Passu Indebtedness validly tendered or otherwise surrendered in connection with an Asset Disposition Offer made with Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion) is less than the amount offered in an Asset Disposition Offer, the Company may include any remaining Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion) in Declined Excess Proceeds, and use such Declined Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount (or accreted value, as applicable) of the Notes or, if applicable, Pari Passu Indebtedness validly tendered pursuant to any Asset Disposition Offer exceeds the amount of Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion), the Company shall allocate the Excess Proceeds among the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount (or accreted value, as applicable) of tendered Notes and Pari Passu Indebtedness; provided that no Notes or other Pari Passu Indebtedness will be selected and purchased in an unauthorized denomination. Upon completion of any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (c) To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than Dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in Dollars that is actually received by the Company upon converting such portion into Dollars. (d) 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 received or deemed to be received by a Foreign Subsidiary (a “Foreign Disposition”) is (x) prohibited or delayed by applicable local law, (y) restricted by applicable organizational documents or any agreement or (z) subject to other onerous organizational or administrative impediments, in each case, 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, documents or agreements will not permit repatriation to temporarily reduce revolving credit indebtednessthe United States (the Company hereby agreeing to use reasonable efforts (as determined in the Company’s reasonable business judgment) to otherwise cause the applicable Foreign Subsidiary to within one year following the date on which the respective payment would otherwise have been required, promptly take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if within one year following the date on which the respective payment would otherwise have been required, such repatriation of any of such affected Net Available Cash is permitted under the applicable local law, applicable organizational impediment or other impediment, such repatriation will be promptly effected and the amount of such repatriated Net Available Cash will be promptly (and in any event not later than five Business Days after such repatriation could be made) applied (net of additional Taxes payable or reserved against as a result thereof) (whether or not repatriation actually occurs) in compliance with this Section 3.5; and (ii) to the extent that the Company has determined in good faith that repatriation of any of or all the Net Available Cash of any Foreign Disposition would have an adverse Tax consequence (which for the avoidance of doubt, includes, but is not limited to, any prepayment out of such Net Available Cash where by doing so the Company, any of its Subsidiaries, any Parent Entity or any of their respective affiliates and/or equity owners would incur a Tax liability, including a Tax dividend, deemed dividend pursuant to Code Section 956 or a withholding Tax), the Net Available Cash so affected may be 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. (e) For the purposes of this Section 4.8(a)3.5(a)(2) hereof, the following are will be deemed to be cash or cash equivalents: cash: (1) the assumption by the transferee of Indebtedness or other liabilities, contingent or otherwise of the Company or a Restricted Subsidiary (other than Disqualified Stock or Subordinated Indebtedness of the Company or any Restricted Subsidiary and a Guarantor or Preferred Stock of a Guarantor) or the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition and Disposition; (2) securities securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash.cash or Cash Equivalents, or by their terms are required to be satisfied for cash and Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case, within 180 days following the closing of such Asset Disposition; (b3) In Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the event extent that the Company and each other Restricted Subsidiary are released from any Guarantee of an payment of such Indebtedness in connection with such Asset Disposition that requires Disposition; (4) consideration consisting of Indebtedness of the purchase of Securities Company (and other Senior than Disqualified Stock or Subordinated Indebtedness) pursuant to Section 4.8(a)(3)(C), received after the Issue Date from Persons who are not the Company shall purchase Securities tendered pursuant to an offer or any Restricted Subsidiary; and (5) any Designated Non-Cash Consideration received by the Company for the Securities and or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Senior Indebtedness (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds the Net Available Designated Non-Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness Consideration received pursuant to this Section 4.8 if 3.5 that is at that time outstanding, not to exceed the Net Available greater of $100.0 million and 25% of LTM EBITDA (with the fair market value of each item of Designated Non-Cash available therefor 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 Consideration being measured at the time received and without giving effect to the Net Available Cash from any subsequent Asset Dispositionchanges in value). (1f) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws laws, rules or regulations regulations, including Rule 14e-1 under the Exchange Act, conflict with the provisions of this SectionIndenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section Indenture by virtue of its compliance therewith. (g) The provisions of this Indenture relative to the Company’s obligation to make an offer to repurchase the Notes as a result of an Asset Disposition may be waived or modified with such securities laws or regulationsthe written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless Dis position unless (1i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; , as such fair market value may be determined (2and shall be determined, to the extent such Asset Disposition involves aggregate consideration in excess of $10.0 million) in good faith by the Board of Directors, whose determination shall be conclusive (including as to the value of all noncash consideration), (ii) in the case of any Asset Disposition having a fair market value of $10.0 million or more, at least 75% of the consideration thereof therefor (excluding, in the case of an Asset Disposition of assets, any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) received by the Company or such Restricted Subsidiary is in the form of cash, cash equivalents, Additional Assets or and provided that this clause (ii) shall not apply to any combination thereof ("Permitted Consideration"); provided, however, Asset Disposition involving assets that accounted for less than two percent of Consolidated EBITDA during the period of the most recent four consecutive fiscal quarters ending prior to the date of such Asset Disposition for which consolidated financial statements of the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Considerationare available, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such any Restricted Subsidiary, as the case may be) as follows: (A) first, either (x) to the extent the Company elects (or is required by the terms of any IndebtednessSenior Indebtedness or Indebtedness of a Restricted Sub sidiary), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or such Indebtedness (other than any Disqualified Stock) of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Companya Restricted Subsidiary) within one year from the later of 365 days after the date of such Asset Disposition Disposition, or (y) to the receipt extent the Company or such Restricted Sub sidiary elects, to reinvest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days from the date of such Net Available Cash; Asset Disposition, or, if such reinvestment in Additional Assets is a project that is authorized by the Board of Directors that will take longer than such 365 days to complete, the period of time necessary to complete such project; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A) above (such balance, the "Excess Proceeds"), to make an offer to purchase Notes and (to the extent the Company or such Restricted Subsidiary elects, or is required by the terms thereof) to acquire Additional Assets within one year from purchase, redeem or repay any other Senior Subordinated Indebtedness or Guarantor Senior Subordinated Indebtedness, pursuant and subject to Section 410(b) and Section 410(c) and the later of the date of agreements governing such Asset Disposition or the receipt of such Net Available Cashother Indebtedness; and and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B)) above, to make an Offer fund (to the holders extent consistent with any other applicable provision of the Securities this Indenture) any general corporate purpose (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness) pursuant to and subject including but not limited to the conditions repurchase, repayment or other acquisition or retirement of Section 4.8(bany Subordinated Obligations); provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (AA)(x) or (CB) above, the Company or such Restricted Subsidiary shall permanently Sub sidiary will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8410, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) 410 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are that is not applied in accordance with this Section 4.8(a) 410 exceeds $20.0 15.0 million. Pending application If the aggregate principal amount of Net Available Cash Notes, Senior Subordinated Indebtedness and Guarantor Senior Subordinated Indebtedness validly tendered and not withdrawn (or otherwise subject to purchase, redemption or repayment) in connection with an offer pursuant to this Section 4.8(a)clause (B) above exceeds the Excess Proceeds, the Excess Proceeds will be apportioned between the Notes and such Net Available Cash shall be invested Senior Subordinated Indebtedness and Guarantor Senior Subordinated Indebtedness, with the portion of the Excess Proceeds payable in respect of the Notes to equal the lesser of (x) the Excess Proceeds amount multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes and the denominator of which is the sum of the outstanding principal amount of the Notes and the outstanding principal amount of the relevant Senior Subordinated Indebtedness and Guarantor Senior Subordinated Indebtedness, and (y) the aggregate principal amount of Notes validly tendered and not withdrawn. (1) Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.8(a)and Cash Equivalents, the following are deemed to be cash or cash equivalents: (12) the assumption of Indebtedness of the Company (other than Disqualified Stock of the Company) or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on payment of such Indebtedness in connection with such Asset Disposition Disposition, (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Company and each other Restricted Subsidiary is released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition, (24) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cashcash and (5) consideration consisting of Indebtedness of the Company or any Restricted Subsidiary. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness) Notes pursuant to clause (iii)(B) of paragraph (a) of this Section 4.8(a)(3)(C)410, the Company shall will be required to purchase Securities Notes tendered pursuant to an offer by the Company for the Securities and such other Senior Indebtedness Notes (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but and unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by to the terms of such Senior Indebtedness purchase date in accordance with the procedures (including prorationing prorating in the event of over subscriptionoversubscription) set forth in Section 4.8(c)this Indenture. If the aggregate purchase price of Securities (and any other Senior Indebtedness the Notes tendered pursuant to the Offer) exceeds Offer is less than the Net Available Cash allotted to their purchasethe purchase of Notes, the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities remaining Net Available Cash will be denominations available to the Company for use in accordance with clause (iii)(B) of $1,000 principal amount paragraph (a) of this Section 410 (to repay Senior Subordinated Indebtedness or multiples thereofGuarantor Senior Subordinated Indebtedness) or clause (iii)(C) of paragraph (a) of this Section 410. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness for Notes pursuant to this Section 4.8 410 if the Net Available Cash available therefor (after application of the proceeds as provided in clause (iii)(A) of paragraph (a) of this Section 410) is less than $20.0 15.0 million for any particular Asset Disposition (which lesser amount amounts 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). (1c) PromptlyThe Company will, and in any event within 10 not later than 45 days after the Company becomes obligated to make an OfferOffer pursuant to this Section 410, the Company shall deliver mail a notice to each Holder with a copy to the Trustee (and send, by first-class mail to each Holder, publish notice in Luxembourg in accordance with Section 110) stating: (1) that an Asset Disposition that requires the purchase of a written notice stating portion of the Notes has occurred and that such Holder has the Holder may elect to have his Securities purchased by the Company either in whole or in part right (subject to the prorating as described in Section 4.8(bbelow) in to require the event the Offer is oversubscribed) in integral multiples Company, to purchase a portion of $1,000 of principal amount, such Holder's Notes at the applicable purchase price. The notice shall specify a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date not less of purchase (subject to Section 307); (2) the circumstances and relevant facts and financial information regarding such Asset Disposition; (3) the repurchase date (which shall be no earlier than 30 days nor more later than 60 days after from the date of such notice is mailed); (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A4) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of instructions determined by the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent consistent with this Section 410, that a Holder must follow in order to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, have its Notes purchased; and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A5) the amount of the Offer (the "Offer Amount")Offer. If, including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon upon the expiration of the period for which the Offer remains open (the "Offer Period")open, the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted aggregate principal amount of Notes surrendered by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in Holders exceeds the amount of the purchase price. In Offer, the event that Company will select the aggregate purchase price of the Securities delivered Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company to the Trustee is less than the Offer Amount applicable to the Securitiesso that only Notes in denominations of $1,000 or integral multiples thereof, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder). (d) The Company shall will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities Notes pursuant to this SectionSection 410. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 410, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 410 by virtue of its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company Parent Guarantor shall not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless unless: (1i) the Company Parent Guarantor or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time (including by way of such Asset Disposition relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (including as such fair market value to be determined on the value date of all non-cash considerationcontractually agreeing to such Asset Disposition), as determined in good faith by the Board of DirectorsDirectors of the Parent Guarantor, of the shares and assets subject to such Asset Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (ii) in any such Asset Disposition; , or series of related Asset Dispositions (2) except to the extent the Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration thereof from such Asset Disposition received by the Company Parent Guarantor or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash, cash equivalents, Additional Assets or any combination thereof Cash Equivalents; and ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (Parent Guarantor or such any Restricted Subsidiary, as the case may be) : (A) first, to the extent the Company Parent Guarantor or any Restricted Subsidiary elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year 365 days from the later of (A) the date of such Asset Disposition or and (B) the receipt of such Net Available Cash; , (Bx) secondto prepay, repay or purchase any Indebtedness of a Non-Guarantor, Indebtedness that is secured by a Lien or Permitted Funding Indebtedness (in each case, other than Indebtedness owed to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition Parent Guarantor or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness) pursuant to and subject to the conditions of Section 4.8(bany Restricted Subsidiary); providedprovided that, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (A) or (C) above1), the Company Parent Guarantor or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding ; or (y) to prepay, repay or purchase Pari Passu Indebtedness; provided that, to the foregoing provisions of extent the Company redeems, repays or repurchases Pari Passu Indebtedness pursuant to this Section 4.8clause (y), the Company shall equally and ratably reduce obligations under the Notes pursuant to Article 3 herein and Paragraph 5 of the Notes, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or (B) to the extent the Parent Guarantor or any Restricted Subsidiaries shall not be required Subsidiary elects, to apply invest in Additional Assets (including Financeable Assets and by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Parent Guarantor or another Restricted Subsidiary) within 365 days from the later of (x) the date of such Asset Disposition and (y) the receipt of such Net Available Cash; provided, however, that any such reinvestment in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Parent Guarantor that is executed or approved within such time will satisfy this requirement, so long as such investment is consummated within 180 days of such 365th day; provided that, pending the final application of any such Net Available Cash in accordance with clause (1) or clause (2) above, the Parent Guarantor and its Restricted Subsidiaries may temporarily reduce Indebtedness (including Permitted Funding Indebtedness) or otherwise use such Net Available Cash in any manner not prohibited by this Section 4.8(aIndenture. (b) except Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds” under this Indenture. When the aggregate amount of Excess Proceeds under this Indenture exceeds the greater of (i) $25.0 million and (ii) 2.0% of Consolidated Total Assets, the Company shall within 10 Business Days be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes issued under this Indenture and, to the extent required by the terms of any other outstanding Pari Passu Indebtedness, to all holders of such other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in respect of the Notes in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but not including, the date of purchase. (c) To the extent that the aggregate Net Available Cash from all principal amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Dispositions which are Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds in any manner not applied in accordance with prohibited by this Section 4.8(aIndenture. Upon completion of any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (d) exceeds $20.0 million. Pending application To the extent that any portion of Net Available Cash pursuant to this Section 4.8(a)payable in respect of the Notes is denominated in a currency other than U.S. dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. dollars that is actually received by the Company upon converting such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. portion into U.S. dollars. (e) For the purposes of this clause (ii) of Section 4.8(a4.08(a), the following are will be deemed to be cash or cash equivalents: cash: (1i) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Parent Guarantor or a Restricted Subsidiary (other than Subordinated Indebtedness of the Company or any Restricted Subsidiary a Guarantor) and the release of the Company Parent Guarantor or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition and Disposition; (2ii) securities securities, notes or other obligations received by the Company Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor from the transferee that are promptly converted by the Company Parent Guarantor or such Restricted Subsidiary into cashcash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (iii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition (other than intercompany debt owed to the Parent Guarantor or any Restricted Subsidiary), to the extent that the Parent Guarantor 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 Parent Guarantor or the Company (in each case, other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Parent Guarantor or any Restricted Subsidiary; and (v) any Designated Non-Cash Consideration received by the Parent Guarantor or any 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 Section 4.08 that is at that time outstanding, not to exceed the greater of (i) $25.0 million and (ii) 2.0% of Consolidated Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (bf) In the event of an The Asset Disposition that requires Offer will remain open for a period of no less than 10 days but no more than 60 days from the purchase date the Asset Disposition Offer is made (the “Asset Disposition Offer Period”). No later than three Business Days after the termination of Securities the Asset Disposition Offer Period (and other Senior Indebtedness) pursuant to Section 4.8(a)(3)(Cthe “Asset Disposition Purchase Date”), the Company shall apply all Excess Proceeds to the purchase Securities tendered pursuant to an offer by of the Company for the Securities and such other Senior aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominationsbasis, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be if applicable), required to make an Offer to be offered for purchase Securities (and other Senior Indebtedness pursuant to this Section 4.8 4.08 (the “Asset Disposition Offer Amount”) and the governing documentation relating to Pari Passu Indebtedness or, if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an the Asset Disposition Offer is required with respect Amount has been so validly tendered, all Notes and Pari Passu Indebtedness validly tendered in response to the Net Available Cash from any subsequent Asset Disposition)Disposition Offer. (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (dg) The Company shall will comply, to the extent applicable, with the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Securities Notes pursuant to this SectionSection 4.08. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this SectionIndenture, the Company shall will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section Indenture by virtue of its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless unless: (1i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, Fair Market Value of the shares and assets subject to such Asset Disposition; , (2ii) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash equivalents, Additional Assets assets useful in a Permitted Business or Permitted Securities; provided that the amount of any Designated Non-Cash Consideration received by the Company or any combination thereof ("Permitted Consideration"); provided, however, that the Company and of its Restricted Subsidiaries in such Asset Disposition shall be permitted to receive Property deemed cash for the purposes of this provision (but for no other than Permitted Consideration, purpose) so long as such amount, taken together with the aggregate fair market value, as determined in the good faith of the Board of Directors, Fair Market Value when received of all such Property other than Permitted Designated Non-Cash Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries that is at any one that time shall outstanding (i.e., that has not been sold for or otherwise converted into cash), does not exceed 10% of Adjusted Consolidated Net Tangible Assets; and $25,000,000, and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) within 360 days after the later of the date of such Asset Disposition or the receipt of such Net Available Cash: (A1) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem purchase, repurchase, redeem, retire, defease or purchase otherwise acquire for value Senior Indebtedness of the Company Company, Senior Indebtedness of a Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ); (B2) second, to the extent of the balance of such Net Available Cash after application application, in accordance with clause (A1), to the extent the Company or such Restricted Subsidiary elects, to acquire reinvest in Additional Assets within one year from the later (including by means of the date of such Asset Disposition or the receipt of such an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash; and Cash received by the Company or another Restricted Subsidiary); (C3) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A1) and (B2), to make an Offer to the holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Companyas defined in Section 3.09(b)) to purchase Securities (and such other Senior Indebtedness) Notes pursuant to and subject to the conditions of Section 4.8(b3.09(b); provided, however, that if the Company elects (or is required by the terms of any other Senior Subordinated Indebtedness), such Offer may be made ratably (determined based upon the respective principal amounts of the Notes and such other Senior Subordinated Indebtedness being purchased or repaid) to purchase the Notes and to purchase or otherwise repay such other Senior Subordinated Indebtedness of the Company, and (4) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (1), (2) and (3), for any general corporate purpose not prohibited by the terms of this Indenture; provided, however that in connection with any prepayment, repayment repayment, purchase, repurchase, redemption, retirement, defeasance or purchase other acquisition for value of Indebtedness pursuant to clause (A1) or (C3) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid repaid, purchased, repurchased, redeemed, retired, defeased or purchasedotherwise acquired for value. Notwithstanding the foregoing provisions of this Section 4.83.09, the Company and the Restricted Subsidiaries shall will not be required to apply any Net Available Cash in accordance with this Section 4.8(a) 3.09 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are that is not applied in accordance with this Section 4.8(a) 3.09 exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.8(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness25,000,000. For the purposes of this Section 4.8(a)3.09, the following are deemed to be cash or cash equivalents: cash: (1A) the assumption of Indebtedness of the Company (other than obligations in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock and Preferred Stock of a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and and (2B) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness) Notes pursuant to Section 4.8(a)(3)(C3.09(a)(iii)(3), the Company shall will be required (i) to purchase Securities Notes tendered pursuant to an offer by the Company for the Securities and such other Senior Indebtedness Notes (the "“Offer"”) at a purchase price of 100% of their principal amount plus accrued and unpaid interest thereon to the date of purchase (orsubject to the right of Holders of record on the relevant date to receive interest due on the relevant interest payment date) in accordance with the procedures, including prorating in the event such of oversubscription, set forth in this Indenture and (ii) to purchase or otherwise repay other Senior Subordinated Indebtedness was issued with significant original issue discountof the Company on the terms and to the extent contemplated thereby at the purchase price set forth in the relevant documentation (including accrued and unpaid interest to the date of acquisition, the “purchase price”), provided that to the extent the purchase price of any such Senior Subordinated Indebtedness exceeds 100% of the accreted value principal amount thereof), without premium, plus accrued but and unpaid interest (orthereon to the date of acquisition, in respect of the Company shall not use any Net Available Cash to pay such other Senior Indebtedness, such lesser purchase price, if any, except as may be provided for permitted by the terms of such Senior Indebtedness in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c)next sentence. If the aggregate purchase price of Securities Notes (and any other Senior Indebtedness Subordinated Indebtedness) tendered pursuant to the Offer) exceeds Offer is less than the Net Available Cash allotted to their purchasethe purchase of the Notes (and other Senior Subordinated Indebtedness), the Company shall select apply the Securities and other Senior Indebtedness to be purchased on a pro rata basis but remaining Net Available Cash in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereofaccordance with Section 3.09(a)(iii)(4). The Company shall not be required to make an Offer to purchase Securities for Notes (and other Senior Indebtedness Subordinated Indebtedness) pursuant to this Section 4.8 3.09 if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (1) and (2) of Section 3.09(a)(iii)) is less than $20.0 million 25,000,000 for any particular Asset Disposition (which lesser amount shall will 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). (1c) (i) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall be obligated to deliver to the Trustee and send or, at the request of the Company have the Trustee send, in the name and on behalf of the Company, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities its Notes purchased by the Company either in whole or in part (subject to prorating as hereinafter described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "“Purchase Date"”) and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will shall include (A1) 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); provided that in lieu of providing the reports specified in this subclause (1), the Company may, at its option, notify the holders that such reports are available to them in electronic format through the SEC’s ▇▇▇▇▇ system, (B2) a description o f of material developments in the Company's ’s business subsequent to the date of the latest of such Reportsreports, and (C3) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities Notes pursuant to the Offer, together with the information contained address referred to in clause (3iii). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless unless: (1) the Company Issuer or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time (including by way of such Asset Disposition relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (including as such fair market value to be determined on the value date of all non-cash considerationcontractually agreeing to such Asset Disposition), as determined in good faith by the Board of DirectorsIssuer, of the shares and assets subject to such Asset Disposition; Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), with a purchase price in excess of (x) prior to the Conversion Date, $150 million and (y) after the Conversion Date, the greater of $150.0 million and 5.5% of LTM EBITDA, at least 75% of the consideration thereof from such Asset Disposition, together with all other Asset Dispositions since the Issue Date (on a cumulative basis), (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by the Company or such Restricted Subsidiary is in the form of cash, cash equivalents, Additional Assets or any combination thereof ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents (which determination may be made by the Issuer, at its option, either (x) on the date of contractually agreeing to such Asset Disposition or (y) at the time the Asset Disposition is completed); and (3) within 365 days from the later of (A) firstthe date of such Asset Disposition and (B) the receipt of the Net Available Cash from such Asset Disposition (as may be extended by an Acceptable Commitment as set forth below, the “Proceeds Application Period”), an amount equal to such Net Available Cash is applied, to the extent the Company elects Issuer or any Restricted Subsidiary, as the case may be, elects: (or is required by i) (a) to the terms extent such Net Available Cash are from an Asset Disposition of any Indebtedness)Collateral (x) to reduce, to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or Indebtedness any First Lien Obligations (other than the Prepetition Credit Agreement and the Notes), including Indebtedness under the Credit Agreements (other than the Prepetition Credit Agreement) (or any Disqualified StockRefinancing Indebtedness in respect thereof); provided that the Issuer ratably offer to repurchase Notes (in accordance with the procedures set forth below for a Collateral Asset Disposition Offer or Asset Disposition Offer), redeem Notes as described under Section 5.7 or purchase Notes through open-market purchases or in privately negotiated transactions, (y) to make an offer (in accordance with the procedures set forth below for a Collateral Asset Disposition Offer or Asset Disposition Offer), redeem Notes as described under Section 5.7 or purchase Notes through open-market purchases or in privately negotiated transactions, or (z) to reduce, prepay, repay or purchase any Indebtedness of a Restricted Subsidiary Non-Guarantor (in each case case, other than Indebtedness owed to the Company Issuer or an Affiliate of the Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness) pursuant to and subject to the conditions of Section 4.8(bany Restricted Subsidiary); provided, however, that that, in connection with any reduction, prepayment, repayment or purchase of Indebtedness pursuant to this clause (A) or (C) abovei), the Company Issuer or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if anyother than obligations in respect of any asset-based credit facility to the extent the assets sold or otherwise disposed of in connection with such Asset Disposition constituted “borrowing base assets”) to be permanently reduced in an amount equal to the principal amount so reduced, prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a; (b) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a) exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.8(a), such Net Available Cash shall be invested is from an Asset Disposition that does not constitute Collateral, (w) to reduce, prepay, repay or purchase any Indebtedness secured by a Lien on such asset, (x) to reduce, prepay, repay or purchase senior Indebtedness; provided, that the Issuer ratably offer to repurchase Notes (in Temporary Cash Investments accordance with the procedures set forth below for a Collateral Asset Disposition Offer or applied Asset Disposition Offer), redeem Notes as described under Section 5.7 or purchase Notes through open-market purchases or in privately negotiated transactions, (y) to temporarily reduce revolving credit indebtedness. For make an offer (in accordance with the purposes procedures set forth below for an Asset Disposition Offer), redeem Notes as described under Section 5.7 or purchase Notes through open-market purchases or in privately negotiated transactions, or (z) to reduce, prepay, repay or purchase any Indebtedness of a Non-Guarantor (in each case, other than Indebtedness owed to the Issuer or any Restricted Subsidiary); provided, however, that, in connection with any reduction, prepayment, repayment or purchase of Indebtedness pursuant to this Section 4.8(aclause (i), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company Issuer or such Restricted Subsidiary from all liability on will retire such Indebtedness and will cause the related commitment (other than obligations in respect of any asset-based credit facility to the extent the assets sold or otherwise disposed of in connection with such Asset Disposition and constituted “borrowing base assets”) to be reduced in an amount equal to the principal amount so reduced, prepaid, repaid or purchased; (2a) securities received to invest (including capital expenditures) in or commit to invest in Additional Assets (including by the Company means of an investment in Additional Assets by a Restricted Subsidiary); or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition to invest (including capital expenditures) in any one or more businesses (provided that requires the purchase of Securities (and other Senior Indebtedness) pursuant to Section 4.8(a)(3)(Cany such business will be a Restricted Subsidiary), properties or assets that replace the Company shall purchase Securities tendered pursuant to an offer businesses, properties and/or assets that are the subject of such Asset Disposition, with any such investment made by way of a capital or other lease valued at the present value of the minimum amount of payments under such lease (as reasonably determined by the Company for Issuer); provided, that the Securities and such other Senior Indebtedness (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness in accordance with the procedures assets (including prorationing in the event of over subscriptionCapital Stock) set forth in Section 4.8(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds acquired with the Net Available Cash allotted of a disposition of Collateral are pledged as Collateral to their purchasethe extent required under the Security Documents; provided, the Company shall select the Securities and other Senior Indebtedness to be purchased on further, that a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness pursuant to this Section 4.8 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount binding agreement shall be carried forward for purposes treated as a permitted application of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance date of such allocation commitment with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, good faith expectation that an amount equal to the Offer Amount Net Available Cash will be applied to be held for payment in accordance with the provisions satisfy such commitment within 180 days of this Section. If the Offer includes other Senior Indebtednesssuch commitment (an “Acceptable Commitment”) and, the deposit described in the preceding sentence may be made with event of any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period Acceptable Commitment is later cancelled or terminated for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the any reason before such amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations applied in connection with therewith, then such Applicable Proceeds shall constitute Collateral Excess Proceeds or Excess Proceeds, as the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.case may be; or

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value value, as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) Disposition and at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cashcash or Cash Equivalents, cash equivalents, Additional Assets or any combination thereof ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and (3ii) 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, (x) to the extent the Company elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company) within 360 days of such Asset Disposition, (y) at the Company's election to the investment by the Company or Indebtedness (other than any Disqualified Stock) of a Wholly Owned Subsidiary or such Restricted Subsidiary in long-term assets to replace the assets that were the subject of such Asset Disposition or a long-term asset that (as determined in good faith by the Board of Directors) is directly related to the business of the Company and the Restricted Subsidiaries existing on March 31, 1998, in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year 360 days from the later of the date of such Asset Disposition Disposition, or (z) a combination of the receipt of foregoing purposes within such Net Available Cash360-day period; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause clauses (A), to make a pro rata offer to purchase Notes at par (and, to the extent required by the Company electsinstrument governing such Indebtedness, to acquire Additional Assets within one year from any other Senior Subordinated Indebtedness designated by the later of the date of such Asset Disposition or the receipt of such Net Available Cash; Company, at a price no greater than par) plus accrued and unpaid interest, and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to B),for general corporate purposes otherwise not prohibited under the holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness) pursuant to and subject to the conditions of Section 4.8(b)Indenture; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (CB) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8Section, the Company and the its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions (including any Asset Dispositions made since March 31, 1998) which are not applied in accordance with this Section 4.8(a) exceeds $20.0 10 million. Pending application of Net Available Cash pursuant to this Section 4.8(a)Section, such Net Available Cash shall be invested in Temporary Cash Investments or applied used to temporarily reduce revolving credit indebtednessSenior Indebtedness or invested in Cash Equivalents. For the purposes of this Section 4.8(a)covenant, the following are is deemed to be cash or cash equivalentsCash Equivalents: (1) the express assumption of Indebtedness (other than any Indebtedness that is by its terms subordinated to the Notes) of the Company or any Restricted Subsidiary and Subsidiary, but only to the release of the Company or extent that such Restricted Subsidiary from all liability assumption is effected on such Indebtedness in connection with such Asset Disposition and (2) securities received by a basis under which there is no further recourse to the Company or any of the Restricted Subsidiary from the transferee that are promptly converted by the Company or Subsidiaries with respect to such Restricted Subsidiary into cash.liabilities (b) In the event of an Asset Disposition that requires the purchase of Securities Notes (and other Senior IndebtednessSubordinated Indebtedness of the Company) pursuant to Section 4.8(a)(3)(C4.17(a)(ii)(B), the Company shall be required to purchase Securities Notes tendered pursuant to an offer by the Company for the Securities and such Notes (and, to the extent required, other Senior Subordinated Indebtedness of the Company) (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, ) plus accrued but unpaid interest (or, in respect of such other Senior IndebtednessSubordinated Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Indebtedness of the Company) in accordance with the procedures (including prorationing prorating in the event of over subscriptionoversubscription) set forth in Section 4.8(c4.17(c). If the aggregate purchase price of Securities Notes (and and, to the extent required, any other Senior Subordinated Indebtedness of the Company) tendered pursuant to the Offer) exceeds Offer is less than the Net Available Cash allotted to their purchasethe purchase thereof, the Company shall select be required to apply the Securities and other Senior Indebtedness to be purchased on remaining Net Available Cash in accordance with Section 4.17(a)(ii)(C). The Offer shall remain open for a pro rata basis but in round denominations, which in the case period of the Securities will be denominations of $1,000 principal amount or multiples thereof20 Business Days. The Company shall not be required to make an Offer to purchase Securities Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to this Section 4.8 4.17 if the Net Available Cash available therefor is less than $20.0 10 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 30 days after the Company becomes obligated to make an Offer, the Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities Notes purchased by the Company either in whole or in part (subject to prorating as hereinafter described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3)decision. (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided belowabove, the Company shall deliver to the Trustee an Officers' Certificate as to (Ai) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.8(a) and (b4.17(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities Notes or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities Notes delivered by the Company to the Trustee is less than the Offer Amount applicable to the SecuritiesAmount, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8Section. (3) Holders electing to have a Security Note purchased shall be required to surrender the SecurityNote, with an appropriate form duly completed, to the Company at the address specified in the notice at least three not later than 3:00 p.m., New York City time, two Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one 3:00 p.m., New York City time, two Business Day Days prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security Note purchased. If at the expiration of the Offer Period the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis taking into account any other tendered Senior Subordinated Indebtedness which is the subject of such offer (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). Holders whose Securities Notes are purchased only in part shall be issued new Securities Notes equal in principal amount to the unpurchased portion of the Securities Notes surrendered. (4) At the time the Company delivers Securities Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were such Notes are to be accepted for payment by the Company pursuant to and in accordance with the terms of this covenantSection. A Security Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities Notes pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash noncash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) Disposition and at least 7585% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash equivalents, Additional Assets or any combination thereof ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; cash equivalents and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any IndebtednessSenior Indebtedness of the Company), to prepay, repay, redeem or purchase repurchase Senior Indebtedness of the Company or Indebtedness (other than any Disqualified StockStock or, in the case of a Subsidiary Guarantor, any Subordinated Obligations) of a Restricted Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire invest in Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash in excess of $250,000 in any fiscal year after application in accordance with clausesE(A) and (B), to make an offer to the holders of the Notes (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Notes (and such other Senior Subordinated Indebtedness) pursuant to and subject to Section 4.07(b); and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (B)C) to (x) the acquisition by the Company or any Wholly Owned Subsidiary of Additional Assets or (y) the prepayment, to make an Offer to the holders repayment or purchase of the Securities Indebtedness (and to holders of other Senior Indebtedness than any Disqualified Stock) of the Company designated by (other than Indebtedness owned to an Affiliate of the Company) to purchase Securities or Indebtedness of any Subsidiary (and such other Senior Indebtedness) pursuant to and subject than Indebtedness owed to the conditions Company or an Affiliate of the Company), in each case within one year from the later of the receipt of such Net Available Cash and the date the offer described in Section 4.8(b); 4.07(b) is consummated, provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (C) or (CD) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8paragraph, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are is not applied in accordance with this Section 4.8(a) paragraph exceeds $20.0 5.0 million. Pending application of Net Available Cash pursuant to this Section 4.8(a)covenant, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtednessPermitted Investments. For the purposes of this Section 4.8(a)4.07, the following are deemed to be cash or cash equivalents: (1x) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2y) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities the Notes (and other Senior Subordinated Indebtedness) pursuant to Section 4.8(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities and such other Senior Indebtedness (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness pursuant to this Section 4.8 if the Net Available Cash available therefor 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). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2ii)(C) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.of

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless unless: (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value value, as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) Disposition and at least 7585% of the consideration thereof received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash, cash equivalents, Additional Assets or any combination thereof Cash Equivalents; and ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) ): (A) first, to the extent the Company elects (or is required by the terms of any IndebtednessSenior Indebtedness of the Company), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of a Wholly Owned Subsidiary or such Restricted Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Companya Subsidiary) within one year 60 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), at the Company's election to the extent investment by the Company electsor any Wholly Owned Subsidiary or such Restricted Subsidiary in assets to replace the assets that were the subject of such Asset Disposition or an asset that (as determined in good faith by the Board of Directors) will be used in the business of the Company and the Wholly Owned Subsidiaries existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), to acquire Additional Assets in each case within one year from the later of 270 days from the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer offer to the holders of the Securities purchase Notes at par (and to holders of any other Senior Subordinated Indebtedness of the Company designated by the Company, at a price no greater than par) to purchase Securities plus accrued and unpaid interest; and (and such other Senior IndebtednessD) pursuant to and subject fourth, to the conditions extent of Section 4.8(bthe balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), to (x) the acquisition by the Company or any Wholly Owned Subsidiary or such Restricted Subsidiary of Tangible Property to be used in the business of the Company and the Wholly Owned Subsidiaries existing on the Issue Date or such Restricted Subsidiary or in businesses reasonably related thereto or (y) the prepayment, repayment or purchase of Indebtedness (other than any Disqualified Stock) of the Company (other than Indebtedness owed to a Subsidiary of the Company) or Indebtedness of any Subsidiary (other than Indebtedness owed to the Company or a Subsidiary of the Company), in each case within 270 days from the later of the receipt of such Net Available Cash and the date the offer is consummated; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (C) or (CD) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8Section, the Company and the its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a) exceeds $20.0 2.5 million. Pending application of Net Available Cash pursuant to this Section 4.8(a)Section, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtednessPermitted Investments. For the purposes of this Section 4.8(a)4.17, the following are deemed to be cash or cash equivalents: (1x) the express assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2y) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cashcash within 120 days of closing the transaction. (b) In the event of an Asset Disposition that requires the purchase of Securities Notes (and other Senior IndebtednessSubordinated Indebtedness of the Company) pursuant to Section 4.8(a)(3)(C4.17(a)(ii)(C), the Company shall be required to purchase Securities Notes tendered pursuant to an offer by the Company for the Securities Notes (and such other Senior Subordinated Indebtedness of the Company) (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, ) plus accrued but unpaid interest (or, in respect of such other Senior IndebtednessSubordinated Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Indebtedness of the Company) in accordance with the procedures (including prorationing prorating in the event of over subscriptionoversubscription) set forth in Section 4.8(c4.17(c). If the aggregate purchase price of Securities Notes (and any other Senior Subordinated Indebtedness of the Company) tendered pursuant to the Offer) exceeds Offer is less than the Net Available Cash allotted to their purchasethe purchase thereof, the Company shall select be required to apply the Securities and other Senior Indebtedness to be purchased on remaining Net Available Cash in accordance with Section 4.17(a)(ii)(D). The Offer shall remain open for a pro rata basis but in round denominations, which in the case period of the Securities will be denominations of $1,000 principal amount or multiples thereof20 Business Days. The Company shall not be required to make an Offer to purchase Securities Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to this Section 4.8 4.17 if the Net Available Cash available therefor is less than $20.0 million 2,500,000 (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 30 days after the Company becomes obligated to make an Offer, the Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities Notes purchased by the Company either in whole or in part (subject to prorating as hereinafter described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3)decision. (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (Ai) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.8(a) and (b4.17(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities Notes or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities Notes delivered by the Company to the Trustee is less than the Offer Amount applicable to the SecuritiesAmount, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8Section. (3) Holders electing to have a Security Note purchased shall be required to surrender the SecurityNote, with an appropriate form duly completed, to the Company at the address specified in the notice at least three two Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than 3:00 p.m., New York City time, one Business Day prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security Note purchased. If at the expiration of the Offer Period the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis taking into account any other tendered Senior Subordinated Indebtedness which is the subject of such offer (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). Holders whose Securities Notes are purchased only in part shall be issued new Securities Notes equal in principal amount to the unpurchased portion of the Securities Notes surrendered. (4) At the time the Company delivers Securities Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were such Notes are to be accepted for payment by the Company pursuant to and in accordance with the terms of this covenantSection. A Security Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities Notes pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless unless: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; ; (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash equivalents, Additional Assets or cash equivalents (provided that such 75% requirement shall not apply to any combination thereof Asset Disposition in which the cash or cash equivalents portion of the consideration received therefor is no less than an amount equal to the product of ("Permitted Consideration"x) six and (y) the amount of EBITDA directly attributable to the assets or Capital Stock included in such Asset Disposition); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) ): (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and ; (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer offer to the holders of the Securities (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Subordinated Indebtedness) pursuant to and subject to the conditions contained in the Indenture; and (D) fourth, to the extent of Section 4.8(bthe balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), for any purpose not prohibited by the terms of the Indenture; providedPROVIDED, howeverHOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8covenant, the Company and the Restricted Subsidiaries shall will not be required to apply any Net Available Cash in accordance with this Section 4.8(a) covenant except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a) covenant exceeds $20.0 10.0 million. Pending application of Net Available Cash pursuant to this Section 4.8(a)covenant, such Net Available Cash shall be invested in Temporary Cash Permitted Investments or applied used to temporarily reduce revolving credit indebtednessloans outstanding under Revolving Credit Facilities. For the purposes of this Section 4.8(a)covenant, the following are deemed to be cash or cash equivalents: : (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and Disposition; and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Subordinated Indebtedness) pursuant to Section 4.8(a)(3)(C4.06(a)(3)(C), the Company shall be required to purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other Senior Indebtedness Subordinated Indebtedness) (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, ) plus accrued but unpaid interest (or, in respect of such other Senior Subordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness Subordinated Indebtedness) in accordance with the procedures (including prorationing prorating in the event of over subscriptionoversubscription) set forth in Section 4.8(c4.06(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness Subordinated Indebtedness) tendered pursuant to the Offer) Offer is less than the Net Available Cash allotted to the purchase thereof, the Company shall be required to apply the remaining Net Available Cash in accordance with Section 4.06(a)(3)(D). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchasepurchase thereof, the Company shall will select the Securities and other Senior Indebtedness securities to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness Subordinated Indebtedness) pursuant to this Section 4.8 4.06 if the Net Available Cash available therefor is less than $20.0 10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as hereinafter described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (Ai) 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), (Bii) a description o f of material developments in the Company's business subsequent to the date of the latest of such Reports, and (Ciii) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (Ai) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.8(a) and (b4.06(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a the Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agentpaying agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8Section. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities (and any other Senior Subordinated Indebtedness included in the Offer) surrendered by holders thereof exceeds the Offer Amount, the Company shall select the Securities and the other Senior Subordinated Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities and the other Senior Subordinated Indebtedness in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the such Securities were are to be accepted for payment by the Company pursuant to and in accordance with the terms of this covenantSection. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.06(d) by virtue of its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless the following conditions are met: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash noncash consideration), as determined in good faith by members of the Board of DirectorsCompany’s senior management, of the shares and assets subject to such Asset Disposition; ; (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash or cash equivalents, Additional Temporary Cash Investments or Replacement Assets or any a combination thereof ("Permitted Consideration")of cash and cash equivalents, Temporary Cash Investments, and Replacement Assets; provided, however, that with respect to the Company and its Restricted Subsidiaries shall be permitted sale of one or more real estate properties, up to receive Property other than Permitted Consideration, 75% of the consideration may consist of Indebtedness of the purchase of such real estate properties so long as such Indebtedness is secured by a first or second priority Lien on the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and real estate property or properties sold; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) ) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior secured Indebtedness of the Company or any Restricted Subsidiary or Indebtedness (other than any Disqualified Stock) of a Restricted any other Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to make a capital expenditure or to acquire Additional Replacement Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses Excess Proceeds (A) and (Bas defined below), to make an Offer offer to the holders Holders of the Securities Notes (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities Notes (and such other Senior IndebtednessIndebtedness of the Company) pursuant to and subject to the conditions of Section 4.8(b)contained in this Indenture; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8; provided further, however, the Company will be deemed to have complied with clause (B) above if and to the extent that, within 365 days after the later of the Asset Disposition or the receipt of Net Available Cash, the Company or any of its Restricted Subsidiaries shall has entered into and not be required abandoned or rejected a binding agreement to apply any make a capital expenditure or to acquire Replacement Assets, and that such capital expenditure or acquisition is thereafter completed within 180 days after the end of such 365 day period. The Net Available Cash of an Asset Disposition not applied pursuant to clauses (3)(A) and (B) above constitute “Excess Proceeds.” Excess Proceeds of less than $5.0 million will be carried forward and accumulated. When accumulated Excess Proceeds equal or exceed such amount, the Company must, within 30 days, make an offer to purchase the Notes, in accordance with this Section 4.8(aclause (3)(C) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a) exceeds $20.0 millionabove. Pending application of Net Available Cash pursuant to this Section 4.8(a)4.13, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.8(a)4.13, the following are deemed to be cash or cash equivalents: : (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and Disposition; and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cashcash within 180 days of receipt. (b) In the event of an Asset Disposition that requires the purchase of Securities Notes (and other Senior IndebtednessIndebtedness of the Company) pursuant to Section 4.8(a)(3)(C)clause (a)(3)(C) above, the Company shall will purchase Securities Notes tendered pursuant to an offer by the Company for the Securities Notes (and such other Senior Indebtedness (of the "Offer"Company) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest interest, if any, (or, in respect of such other Senior IndebtednessIndebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness of the Company) in accordance with the procedures (including prorationing prorating in the event of over subscriptionoversubscription) set forth in Section 4.8(c)this Indenture. If the aggregate purchase price of Securities (and any other Senior Indebtedness the securities tendered pursuant to the Offer) exceeds the Net Available Cash allotted to their purchase, the Company shall will select the Securities and other Senior Indebtedness securities to be purchased on a pro rata basis but in round denominations, which in the case of the Securities Notes will be denominations of $1,000 2,000 principal amount or multiples of $1,000 greater thereof. The Company shall not be required to make such an Offer offer to purchase Securities Notes (and other Senior Indebtedness of the Company) pursuant to this Section 4.8 4.13 if the Net Available Cash available therefor is Excess Proceeds are less than $20.0 5.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (dc) The Company shall will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase purchase of Securities Notes pursuant to this SectionSection 4.13. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 4.13, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section clause by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless unless: (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value value, as determined in good faith by the Company's senior management or the Board of Directors (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; ; (2ii) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash or cash equivalents, Additional Assets or any combination thereof ; and ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) ): (A) first, to the extent the Company or any Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem repay or purchase (x) Senior Indebtedness of the Company or (y) Indebtedness (other than any Disqualified Stock) of a Restricted Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) second, within one year from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), at the Company's election either (x) to the extent the Company elects, to acquire investment in or acquisition of Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Companyy) to purchase Securities (and such other Senior Indebtedness) pursuant to and subject to the conditions of Section 4.8(b); providedprepay, however, that in connection with any prepayment, repayment repay or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a) exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.8(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.8(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Senior Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness) pursuant to Section 4.8(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities and such other Senior Indebtedness (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness pursuant to this Section 4.8 if the Net Available Cash available therefor 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). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.Disqualified

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless unless: (1i) the Company Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value Fair Market Value (including as to the value of all non-cash consideration), as determined in good faith by at the Board time of Directors, contractual agreement to such Asset Disposition) of the shares and assets subject to such Asset Disposition; ; (2ii) at least 75% of the consideration thereof received by the Company Issuer or such Restricted Subsidiary is in the form of cash, cash or cash equivalents, Additional Assets or any combination thereof ; ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) Disposition, (A) first, to the extent the Company Issuer elects (or is required by the terms of any Indebtedness), is used to prepay, repay, redeem or purchase Senior (i) Secured Indebtedness of the Company Issuer or a Subsidiary Guarantor or (ii) Indebtedness (other than any Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company Issuer or an Affiliate of the CompanyIssuer) within 450 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; Table of Contents (B) to the extent the Issuer elects (including with respect to the balance of such Net Available Cash after application (if any) in accordance with clause (A)) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, is used to (i) make an Investment in any one or more businesses (provided that such Investment in any business is in the form of the acquisition of Capital Stock of such business such that such business constitutes a Restricted Subsidiary), (ii) acquire assets, (iii) acquire property, or (iv) make capital expenditures, in each case, used or useful in a Related Business (collectively, “Additional Assets”); and (BC) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (Cif any) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B)) and the expiration of the time periods set forth therein, to make an Offer offer to the holders Holders of the Securities Notes (and to holders of other Senior Pari Passu Indebtedness of the Company Issuer designated by the CompanyIssuer) to purchase Securities Notes (and such other Senior IndebtednessPari Passu Indebtedness of the Issuer) pursuant to and subject to the conditions of Section 4.8(b)contained in this Indenture; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant made to satisfy clause (A) or (C) above, the Company Issuer or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a) exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.8(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.8(a)4.08, the following are deemed to be cash or cash equivalents: : (1i) the assumption or discharge of Indebtedness any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Company or any Restricted Subsidiary and the release of the Company Issuer or such Restricted Subsidiary from (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of such assets and for which the Issuer and all liability on such Indebtedness of the Restricted Subsidiaries have been released by all creditors in connection with such Asset Disposition and writing; (2ii) securities received by the Company Issuer or any Restricted Subsidiary from the transferee that are promptly converted by the Company Issuer or such Restricted Subsidiary within 180 days into cash, to the extent of cash received in that conversion; (iii) all Temporary Cash Investments; and (iv) any Designated Noncash Consideration having an aggregate Fair Market Value that, when taken together with all other Designated Noncash Consideration previously received and then outstanding, does not exceed 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) 3.0% of Total Assets. (b) In the event of an Asset Disposition that requires an offer to purchase the purchase of Securities Notes (and other Senior IndebtednessPari Passu Indebtedness of the Issuer) pursuant to Section 4.8(a)(3)(C4.08(a)(iii)(C), the Company Issuer shall purchase Securities Notes tendered pursuant to an offer by the Company Issuer for the Securities Notes (and such other Senior Indebtedness (the "Offer"Pari Passu Indebtedness) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness pursuant to this Section 4.8 if the Net Available Cash available therefor 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). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of DirectorsDirectors of the Company, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash equivalents, Additional Assets or cash equivalents (provided that such 75% requirement shall not apply to any combination thereof ("Permitted Consideration"); provided, however, that Asset Disposition in which the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith cash or cash equivalents portion of the Board consideration received therefor is no less than an amount equal to the product of Directors, (x) 4.5 and (y) the amount of all EBITDA for the previously completed four fiscal quarters directly attributable to the assets or Capital Stock included in such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible AssetsDisposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of a Restricted Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year thirteen months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year thirteen months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior IndebtednessIndebtedness of the Company) pursuant to and subject to the conditions of Section 4.8(bthis Indenture; and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), for any purpose not prohibited by the terms of this Indenture; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.84.06, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a) 4.06 exceeds $20.0 million20,000,000. In addition, any Net Available Cash received in respect of Permitted Equipment Lease Financings Incurred pursuant to Section 4.03(b)(11) shall not be applied pursuant to Section 4.06(a)(3)(B). Pending application of Net Available Cash pursuant to this Section 4.8(a)4.06, such Net Available Cash shall may be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtednessSenior Indebtedness of the Company or Indebtedness of any Wholly Owned Subsidiary. For the purposes of this Section 4.8(a4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition Disposition; and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cashcash within 90 days of receipt thereof. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior IndebtednessIndebtedness of the Company) pursuant to Section 4.8(a)(3)(C4.06(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other Senior Indebtedness Indebtedness) (the "Offer") at a purchase price of 100% of their principal amount Accreted Value (or, in the event such other Senior Indebtedness of the Company was not issued with significant original issue discount, 100% of the accreted value principal amount thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness of the Company) in accordance with the procedures (including prorationing in the event of over subscriptionoversubscription) set forth in Section 4.8(c4.06(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness tendered pursuant to the Offer) Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will shall be denominations of $1,000 principal amount at maturity or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness Indebtedness) pursuant to this Section 4.8 4.06 if the Net Available Cash available therefor is less than $20.0 million 20,000,000 (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amountamount at maturity, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of state (A) that the Company which the Company in good faith believes will enable such Holders has become obligated to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports)Offer, (B) a description o f material developments in the Company's business subsequent aggregate principal amount at maturity of Securities that is subject to the date of the latest of such ReportsOffer, and (C) if materialthe purchase price, appropriate pro forma financial information(D) the circumstances and all instructions relevant facts regarding such Asset Disposition, (E) the Purchase Date and materials necessary (F) the instructions, as determined by the Company, consistent with this Section 4.06, that a Holder must follow in order to tender have its Securities pursuant to the Offer, together with the information contained in clause (3)purchased. (21) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness of the Company included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a4.06(a) and (b). On such dateor prior to each Purchase Date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the applicable Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the TrusteeAmount. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.84.06. (32) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount at maturity of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount at maturity to the unpurchased portion of the Securities surrendered. (43) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the such Securities were are to be accepted for payment by the Company pursuant to and in accordance with the terms of this covenantSection 4.06. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this SectionSection 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 4.06, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.06 by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless unless: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value value, as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash, cash equivalentsor Cash Equivalents, Additional Assets (the value of which shall be determined conclusively by the Board of Directors acting in good faith, such determination to be accompanied by a fairness opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such fair market value is estimated to exceed $50 million) or any combination thereof ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property (the value of which shall be determined conclusively by the Board of Directors acting in good faith, such determination to be accompanied by a fairness opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such fair market value is estimated to exceed $50 million) other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directorsso determined, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) : (A) first, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Preferred Stock) of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided that, prior to such retirement, the Company or its Restricted Subsidiaries may temporarily repay Senior Indebtedness with the Net Available Cash; and (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (Aa), to the extent the Company or such Restricted Subsidiary elects, to acquire invest in Additional Assets within one year 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided that, prior to such investment, the Company or its Restricted Subsidiaries may temporarily repay Senior Indebtedness with the Net Available Cash. (b) Any Net Available Cash from Asset Sales that are not applied or invested as provided in Section 3.6(a) will be deemed to constitute "Excess Proceeds." On the 361st day after the later of the Asset Disposition or the receipt of the Net Available Cash, if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer ("Asset Sale Offer") to all holders of Securities and (C) third, to the extent of required by the balance of such Net Available Cash after application in accordance with clauses (A) and (B)terms thereof, to make an Offer to the holders of the Securities (and to all holders of other Senior Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Indebtedness with the proceeds from any Asset Disposition ("Pari Passu Securities"), to purchase the maximum principal amount of Securities and any such Pari Passu Securities to which the Asset Sale Offer applies that may be purchased out of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness) pursuant to and subject to the conditions of Section 4.8(b); providedExcess Proceeds, however, that at an offer price in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced cash in an amount equal to 100% of the principal amount thereof (or the accreted value of any such Pari Passu Securities, if they were issued at a discount) plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Securities, as applicable. To the extent that the aggregate amount of Securities and Pari Passu Securities so prepaid, repaid or purchased. Notwithstanding validly tendered and not properly withdrawn pursuant to an Asset Sale Offer is less than the foregoing provisions of this Section 4.8Excess Proceeds, the Company 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 Securities surrendered by Holders thereof and other Pari Passu Securities (or the Restricted Subsidiaries accreted value of any such Pari Passu Securities, if they were issued at a discount) surrendered by holders or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Company shall not select the Securities and Pari Passu Securities to be required to apply purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Securities and Pari Passu Securities (or the accreted value of any Net Available Cash in accordance with this Section 4.8(asuch Pari Passu Securities, if they were issued at a discount). Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (1) The Asset Sale Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the aggregate Net Available Cash from "Asset Sale Offer Period"). No later than five Business Days after the termination of the Asset Sale Offer Period (the "Asset Sale Purchase Date"), the Company will purchase the principal amount of Securities and Pari Passu Securities required to be purchased pursuant to this covenant (the "Asset Sale Offer Amount") or, if less than the Asset Sale Offer Amount has been so validly tendered, all Securities and Pari Passu Securities validly tendered in response to the Asset Dispositions which are Sale Offer. (2) If the Asset Sale Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Asset Sale Offer. (3) On or before the Asset Sale Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Sale Offer Amount of Securities and Pari Passu Securities or portions thereof so validly tendered and not applied properly withdrawn pursuant to the Asset Sale Offer, or if less than the Asset Sale Offer Amount has been validly tendered and not properly withdrawn, all Securities and Pari Passu Securities so validly tendered and not properly withdrawn. The Company will deliver to the Trustee an Officers' Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.8(a3.6 and, in addition, the Company will deliver all certificates and Securities required, if any, by the agreements governing the Pari Passu Securities. 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 Sale Offer Period) exceeds $20.0 millionmail or deliver to each tendering Holder of Securities or holder or lender of Pari Passu Securities, as the case may be, an amount equal to the purchase price of the Securities or Pari Passu Securities so validly tendered and not properly withdrawn by such Holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Security, and the Trustee, upon delivery of an Officers' Certificate from the Company will authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Security surrendered. Pending application In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Securities. Any Security not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of Net Available Cash pursuant to this Section 4.8(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtednessthe Asset Sale Offer on the Asset Sale Purchase Date. For the purposes of this Section 4.8(a)3.6, the following are will be deemed to be cash or cash equivalents: cash: (1) the assumption by the transferee of Indebtedness (other than Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness (other than Preferred Stock) of any Restricted Subsidiary of the Company and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (in which case the Company will, without further action, be deemed 66 to have applied such deemed cash to Indebtedness in accordance with Section 3.6(a)(3)(A) above); and (2) securities securities, notes or other obligations received by the Company or any Restricted Subsidiary of the Company from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness) pursuant to Section 4.8(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities and such other Senior Indebtedness (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness pursuant to this Section 4.8 if the Net Available Cash available therefor 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). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this SectionIndenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 3.6, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section Indenture by virtue of its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash equivalents, Additional Assets or any combination thereof ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Debt Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Debt Securities (and such other Senior Senor Indebtedness) pursuant to and subject to the conditions of Section 4.8(b4.15(b); provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.84.15, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a4.15 (a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a4.15(a) exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.8(a4.15(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.8(a4.15(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Debt Securities (and other Senior Indebtedness) pursuant to Section 4.8(a)(3)(C4.15(a)(3)(C), the Company shall purchase Debt Securities tendered pursuant to an offer by the Company for the Debt Securities and such other Senior Indebtedness (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c4.15(c). If the aggregate purchase price of Debt Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds the Net Available Cash allotted to their purchase, the Company shall select the Debt Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Debt Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Debt Securities (and other Senior Indebtedness pursuant to this Section 4.8 4.15 if the Net Available Cash available therefor 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). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Debt Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b4.15(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as such fair market value to the value of all non-cash consideration), as be determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the shares equity and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash or cash equivalents, Additional Assets or any combination thereof ("Permitted collectively, the “Cash Consideration"); provided, however, that ”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Considerationsince September 30, so long as 2017 does not exceed in the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible AssetsACNTA 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, (i) if the assets subject to such Asset Disposition constitute Collateral, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase 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 an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased (and, with respect to Parity Lien Debt, such prepayment, repayment, redemption or purchase must be made either (x) for Securities only or (y) for Securities and other Parity Lien Debt, and in the case of subclause (y), by a pro rata prepayment, repayment or redemption of outstanding Securities and such other Parity Lien Debt or by an offer to purchase on a pro rata basis made to all holders of Securities and such other Parity Lien Debt) or (ii) if the assets subject to such Asset Disposition do not constitute Collateral, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor in each case that is Secured Debt or Indebtedness (other than any Disqualified Stock) of a Restricted Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within one year 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided that, without limitation of the provisions of Section 10.03, any such Additional Assets, including the assets of any Person that becomes a Subsidiary Guarantor as a result of such transaction, acquired with Net Available Cash from an Asset Disposition of Collateral are, to the extent required by the Priority Lien Documents or the Security Documents (and pursuant to the terms thereof), pledged as Collateral; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer offer to the holders of the Securities Holders (and to holders of other Senior Indebtedness Parity Lien Debt of the Company designated by the Company) to purchase Securities (and such other Senior IndebtednessParity Lien Debt of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of Section 4.8(b); provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause such Securities (Aand such other Parity Lien Debt) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions Pending application of Net Available Cash pursuant to this Section 4.84.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt). (b) Notwithstanding Section 4.07(a), the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a4.07(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions Dispositions, which are is not applied in accordance with this Section 4.8(a) 4.07(a), exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.8(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness40.0 million during any calendar year. For the purposes of this Section 4.8(a4.07(a), the following are deemed to be cash or cash equivalents: equivalents (1i) any liabilities, as shown on the assumption of Indebtedness Company’s or such Restricted Subsidiary’s most recent balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the release Securities or any Subsidiary Guarantee) that are assumed by the transferee of any such Asset Disposition pursuant to (A) a customary novation agreement that releases the Company or such Restricted Subsidiary from all further liability on or (B) an assignment agreement that includes, in lieu of such Indebtedness a release, the agreement of the transferee or its parent company to indemnify and hold harmless the Company or such Restricted Subsidiary from and against any loss, liability or cost in connection with respect of such Asset Disposition assumed liability and (2ii) securities any non-Cash Consideration received by the Company or any Restricted Subsidiary from the transferee that are promptly converted is converted, monetized, sold or exchanged by the Company or such Restricted Subsidiary into cashcash or cash equivalents within 120 days of receipt. Notwithstanding the foregoing, the 75% limitation referred to in Section 4.07(a)(2) shall be deemed satisfied with respect to any Asset Disposition in which the cash or cash equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation. The requirement of Section 4.07(a)(3)(B) shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into by the Company or its Restricted Subsidiary within the time period specified in such clause and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement. (bc) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior IndebtednessParity Lien Debt of the Company) pursuant to Section 4.8(a)(3)(C4.07(a)(3)(C), the Company shall make such offer to purchase Securities on or before the 541st day after the later of the date of such Asset Disposition or the receipt of such Net Available Cash, and shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and if required or permitted by the terms of any other Parity Lien Debt, to the holders of such other Senior Indebtedness (the "Offer"Indebtedness) at a purchase price of 100% of their principal amount (or, in the event (x) such other Senior Indebtedness Parity Lien Debt (other than the Existing Second Lien Notes) of the Company was issued with significant original issue discountdiscount greater than 2.5% and (y) the Existing Second Lien Notes are outstanding, 100% of the accreted value thereof), ) without premium, plus accrued but unpaid interest (or, in respect of such other Senior IndebtednessParity Lien Debt of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness Parity Lien Debt of the Company) in accordance with the procedures (including prorationing prorating in the event of over subscriptionoversubscription) set forth in Section 4.8(c)3.02; provided, however, that if the terms of an asset sale covenant relating to the Secured Debt outstanding as of the Issue Date would require that such Secured Debt be included in an offer hereunder for the Securities, and the terms of such Secured Debt require that the price offered to the Securities in such offer be at a price not greater than 100% of accreted value, the Company may make the offer for the Securities hereunder at a price of 100% of accreted value so long as the Company has previously made an offer with the then remaining Net Available Cash from the applicable Asset Disposition for the Securities under Section 4.07(a)(3)(A) or otherwise at a price of 100% of principal amount. If the aggregate purchase price of Securities (and any other Senior Indebtedness the securities tendered pursuant to the Offer) exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness securities to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will shall be minimum denominations of $1,000 2,000 principal amount or $1,000 integral multiples thereofin excess thereof (although no Securities of $2,000 in original principal amount or less shall be purchased in part). The Company shall not be required to make such an Offer offer to purchase Securities (and other Senior Indebtedness Parity Lien Debt of the Company) pursuant to this Section 4.8 4.07 if the Net Available Cash available therefor not applied or invested as provided in Section 4.07(a)(3)(A) or (B) is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date Upon completion of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders an offer to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Companypurchase, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at be reduced by the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holderaggregate amount of such offer. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this SectionSection 4.07(c). To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 4.07(c), the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07(c) by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless unless: (1) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time (including by way of such Asset Disposition relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (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 of the Company whose determination shall be conclusive (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; ; (2) in the case of any Asset Disposition (or series of related Asset Dispositions) and unless the Asset Disposition is a Permitted Asset Swap, at least 75% of the consideration thereof from such Asset Disposition (excluding any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, other than Indebtedness) received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash, cash equivalents, Additional Assets Cash Equivalents or any combination thereof ("Permitted Consideration")Temporary Cash Investments; provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) : (A) first, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any IndebtednessSenior Indebtedness or Indebtedness of a Restricted Subsidiary), to prepay, repay, redeem repay or purchase Senior Indebtedness, Note Guarantor Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of a Restricted Subsidiary that is not a Note Guarantor (other than eircom Funding) (in each case other than Indebtedness owed to the Company or an Affiliate of the Companya Restricted Subsidiary) within one year 365 days from the later of the date of such Asset Disposition or and the receipt of such Net Available Cash; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness) pursuant to and subject to the conditions of Section 4.8(b); provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a) exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.8(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.8(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness) pursuant to Section 4.8(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities and such other Senior Indebtedness (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness pursuant to this Section 4.8 if the Net Available Cash available therefor 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). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value Fair Market Value, as determined in good faith by the Board of Directors, the determination of which shall be evidenced by a Board Resolution (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2ii) at least 7585% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash or cash equivalents, Additional Assets or any combination thereof ; ("Permitted Consideration"); provided, however, that iii) the Company delivers an Officers' Certificate to the Trustee certifying that such Asset Disposition complies with clauses (i) and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets(ii); and (3iv) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any IndebtednessSenior Indebtedness or the 10 5/8% Notes), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or Indebtedness (including the 10 5/8% Notes but other than any Disqualified Preferred Stock) of a Restricted Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year 270 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to acquire reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within one year 270 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B) (such balance being the "Excess Proceeds"), to make an Offer to the holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness) pursuant to and subject to the conditions of Section 4.8(b)the following two paragraphs; provided, however, however that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8provision, the Company and the its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) provision except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a) exceeds provision exceed $20.0 million15 million (taking into account income earned on any Excess Proceeds). Pending application of Net Available Cash pursuant to this Section 4.8(a)provision, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtednessInvestments. For the purposes Upon an Event of this Section 4.8(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received Loss incurred by the Company or any of its Restricted Subsidiary Subsidiaries, the Net Available Cash received from such Event of Loss shall be applied in the transferee that are promptly converted by same manner as proceeds from Asset Dispositions described above and pursuant to the Company or such Restricted Subsidiary into cashprocedures set forth in Section 4.06(c) below. (b) In the event of an Asset Disposition or Event of Loss that requires the purchase of Securities (and other Senior Indebtedness) pursuant to Section 4.8(a)(3)(C4.06(a)(iv)(C), the Company shall will be required to purchase Securities tendered pursuant to an offer by the Company for the Securities and such other Senior Indebtedness (the "Offer") which offer shall be in the amount of the Allocable Excess Proceeds (as defined below), at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by to the terms of such Senior Indebtedness Purchase Date in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c)the next paragraph. If the aggregate purchase price of Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds Offer is less than the Allocable Excess Proceeds, the Company may use the remaining Net Available Cash allotted to their purchase, in its general operations and the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case amount of the Securities Excess Proceeds will be denominations of $1,000 principal amount or multiples thereofreset to zero. The Company shall not be required to make an Offer to purchase for Securities (and other Senior Indebtedness pursuant to this Section 4.8 provision if the Net Available Cash available therefor is Excess Proceeds are less than $20.0 15 million for any particular Asset Disposition or Event of Loss (which lesser amount amounts 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 DispositionDisposition or Event of Loss). . "Allocable Excess Proceeds" means the product of (1x) Promptly, the Excess Proceeds and in any event within 10 days after the Company becomes obligated to make an Offer(y) a fraction, the Company shall deliver to numerator of which is the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of aggregate principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business amount of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report Securities outstanding 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 o f material developments in the Company's business subsequent to the date of the latest Offer and the denominator of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to which is the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount sum of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by Securities outstanding on the Holder date of the Offer and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in the aggregate principal amount of other Indebtedness of the Company outstanding on the date of the Offer that is pari passu in right of payment with the Securities and subject to terms and conditions in respect of Asset Dispositions similar in all material respects to the unpurchased portion of the Securities surrendered. (4) At the time covenant described hereunder and requiring the Company delivers Securities to the Trustee which are make an offer to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase such Indebtedness substantially at the same time as the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering HolderOffer. (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 this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless unless: (1) except in the case of an Event of Loss, the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; provided, however, that the Company may count as consideration received for such Asset Disposition any amount available under Section 4.05(a)(3) and 4.05(b)(7); (2) except in the case of an Event of Loss, at least 7550% of the consideration thereof received (exclusive of earnouts or orbital payments) by the Company or such Restricted Subsidiary is in the form of cash, cash equivalents, or cash equivalents or Additional Assets or any combination thereof ("Permitted Consideration")Assets; provided, however, that the Company may count as cash received for such Asset Disposition any amount available under Section 4.05(a)(3) and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets4.05(b)(7) ; and and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) ): (A) first, to the extent the Company elects (or is required to do so by the terms of any such Indebtedness), to prepay, repay, redeem purchase, repurchase, redeem, defease or purchase Senior otherwise acquire or retire for value Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) Wholly Owned Subsidiary that was secured by a Lien on the asset that was the subject of a Restricted Subsidiary such Asset Disposition (in each case other than (i) Indebtedness constituting Subordinated Obligations and (ii) Indebtedness owed to the Company or an Affiliate of the Company) from time to time within one year 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; Cash (such later date being herein called, the "MEASUREMENT DATE"); (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to enter into contractual agreements to acquire Additional Assets from time to time within one year 540 days from the later of Measurement Date and consummates such acquisitions within two years after the date execution of such Asset Disposition or the receipt of such Net Available Cashcontracts; and and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer offer to the holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) Notes to purchase Securities (and such other Senior Indebtedness) Notes pursuant to and subject to the conditions of Section 4.8(bcontained in this Indenture (an "ASSET DISPOSITION OFFER"); provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.84.09, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) 4.09 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are is not applied in accordance with this Section 4.8(a) 4.09 exceeds $20.0 150.0 million. Pending application of Net Available Cash pursuant to this Section 4.8(a)4.09, such Net Available Cash shall may be invested in Temporary Cash Investments or Investments, applied to temporarily reduce revolving credit indebtednessindebtedness or used in any manner otherwise permitted by this Indenture. For the purposes of clause (a)(2) of this Section 4.8(a)4.09, the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Wholly Owned Subsidiary (in each case other than (i) Indebtedness constituting Subordinated Obligations and (ii) Indebtedness owed to the Company or an Affiliate 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 Disposition; and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness) Notes pursuant to Section 4.8(a)(3)(C4.09(a)(3)(C), the Company shall make such Asset Disposition Offer to purchase Securities Notes on or before the fifth Business Day following the 540th day after the Measurement Date, and shall purchase Notes tendered pursuant to an offer by the Company for the Securities and such other Senior Indebtedness (the "Offer") Notes at a purchase price of 100% of their the principal amount (or, in thereof on the event such other Senior Indebtedness was issued with significant original issue discount, 100% date of the accreted value thereof), purchase without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c)this Indenture and customary practice. If the aggregate purchase price of Securities (and any other Senior Indebtedness the Notes tendered pursuant to the Offer) exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness Notes to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make such an Offer offer to purchase Securities (and other Senior Indebtedness Notes pursuant to this Section 4.8 4.09 if the Net Available Cash available therefor is less than $20.0 150.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in . Upon completion of any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples application of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the foregoing provisions of clause (a) (3) of this Section. If the Offer includes other Senior IndebtednessSection 4.09, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee Net Available Cash shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8be reset at zero. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (dc) 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 Notes pursuant to this SectionSection 4.09. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 4.09, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of its compliance with such securities laws or regulations. (d) If, as of the date of any supplemental indenture, pursuant to which the parties seek to waive or modify the provisions of this Section 4.09 or any relevant definition, no Asset Disposition has occurred that would, with the passage of time and the absence of any contrary application of the Net Available Cash therefrom, give rise to the requirement to make an Asset Disposition Offer, the Company does not have a present intent to make any Asset Disposition that would give rise to such requirement, and the Company is not aware of any pending, proposed or threatened Asset Disposition that would give rise to such requirement, the provisions under this Indenture relative to the Company's obligation to make an offer to purchase the Notes as a result of an Asset Disposition may be waived or modified with the written consent of the holders of a majority in principal amount of the Notes.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, consummate make any Asset Disposition 50 44 unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value value, as determined in good faith by the Company's senior management or the Board of Directors (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2ii) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash or cash equivalents, Additional Assets or any combination thereof ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company or any Subsidiary elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay, redeem repay or purchase (x) Senior Indebtedness of the Company or Guarantor Senior Indebtedness or (other than any Disqualified Stocky) Indebtedness of a Restricted Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, within one year from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), at the Company's election either (x) to the extent the Company elects, to acquire investment in or acquisition of Additional Assets or (y) to prepay, repay or purchase (1) Senior Indebtedness or Guarantor Senior Indebtedness or (2) Indebtedness of a Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Company); (C) third, within one year from 45 days after the later of the application of Net Available Cash in accordance with clauses (A) and (B) and the date of such Asset Disposition or that is one year from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application and in accordance with clauses (A) and (B), to make an offer to purchase the Original 11 3/4% Notes at par plus accrued and unpaid interest, if any, thereon in accordance with the provisions of the Original 11 3/4% Notes Indenture; and (D) fourth, within 45 days of the later of the application of Net Available Cash in accordance with clauses (A), (B) and (C) thirdand the date that is one year from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (BC), to make an Offer offer to purchase the 14% Notes at par plus accrued and unpaid interest, if any, thereon in accordance with the provisions of the 14% Notes Indenture; and (E)fifth, within 45 days of the later of the application of Net Available Cash in accordance with clauses (A), (B), (C) and (D) and the date that is one year from the receipt of such Net Available Cash, to the holders extent of the Securities balance of such Net Available Cash after application in accordance with clauses (A), (B), (C) and (D), to holders make an offer to purchase the Notes at par plus accrued and unpaid interest, if any, thereon; and (F) sixth, to the extent of other Senior the balance of such Net Available Cash after application in accordance with clauses (A), (B), (C), (D) and (E), 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 designated by or Indebtedness of any Subsidiary (other than Indebtedness owed to the Company) to purchase Securities or (z) 51 45 any other purpose otherwise permitted under this Indenture, in each case within the later of 45 days after the application of Net Available Cash in accordance with clauses (A), (B), (C), (D) and (E) and the date that is one year from the receipt of such other Senior Indebtedness) pursuant to and subject to the conditions of Section 4.8(b)Net Available Cash; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause clauses (A), (B), (C), (D), (E) or (CF) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8provisions, the Company and the Restricted its Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a) exceeds covenant at any time exceed $20.0 10.0 million. Pending application of The Company shall not be required to make an offer for Securities pursuant to this covenant if the Net Available Cash pursuant to this Section 4.8(aavailable therefor (after application of the proceeds as provided in clauses (A), such (B), (C) and (D) is less than $10.0 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an offer is required with respect to the Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtednessfrom any subsequent Asset Disposition). For the purposes of this Section 4.8(a)covenant, the following are will be deemed to be cash or cash equivalentscash: (1x) the assumption by the transferee of Senior Indebtedness of the Company or Indebtedness of any Restricted Subsidiary of the Company and the release of the Company or such Restricted Subsidiary from all liability on such Senior Indebtedness or Indebtedness in connection with such Asset Disposition (in which case the Company shall, without further action, be deemed to have applied cash to repay such assumed Indebtedness in accordance with clause (A) of the preceding paragraph) and (2y) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness) pursuant to Section 4.8(a)(3)(C4.6(a)(iii)(E), the Company shall will be required to purchase Securities tendered pursuant to an offer by the Company for the Securities and such other Senior Indebtedness (the "Offer") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but and unpaid interest (or, in respect of such other Senior Indebtedness, such lesser priceinterest, if any, as may be provided for by to the terms of such Senior Indebtedness purchase date in accordance with the procedures (including prorationing prorating in the event of over subscriptionoversubscription) set forth in Section 4.8(c4.6(c). If the aggregate purchase price of the Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds Offer is less than the Net Available Cash allotted to their purchasethe purchase of the Securities, the Company shall select will apply the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness pursuant to this Section 4.8 if the remaining Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required in accordance with respect to the Net Available Cash from any subsequent Asset DispositionSection 4.6(a)(iii)(F). (1) . Promptly, and in any event within 10 days after the Company becomes obligated is required to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities 52 46 purchased by the Company either in whole or in part (subject to prorating as hereinafter described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) . Not later than the date upon which such written notice of an Offer is delivered to the Trustee as provided belowand the Holders, the Company shall deliver to the Trustee an Officers' Certificate as to setting forth (Ai) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to as a result of which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.8(a) and (b4.6(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer 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 (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered tendered by the Company such Holder to the Trustee is less than the Offer Amount applicable extent such funds are available to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Trustee. Holders electing to have a Security purchased shall will be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Dateexpiration of the Offer Period. Holders shall Each Holder will be entitled to withdraw their its election if the Trustee or the Company receives receives, not later than one Business Day prior to the Purchase Dateexpiration of the Offer Period, a telegram, telex, facsimile transmission or letter from such Holder setting forth the name of the such Holder, the principal amount of the Security or Securities which was were delivered for purchase by the such Holder and a statement that such Holder is withdrawing his election to have such Security or Securities purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Securities are purchased only in part shall will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (dc) The Company shall will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this SectionSection 4.6. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 4.6, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section Indenture by virtue of its compliance with such securities laws or regulations.thereof. 53 47

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless unless: (1) except in the case of an Event of Loss, the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; provided, however, that the Company may count as consideration received for such Asset Disposition any amount available under Section 4.05(a)(3) and 4.05(b)(7); (2) except in the case of an Event of Loss, at least 7550% of the consideration thereof received (exclusive of earnouts or orbital payments) by the Company or such Restricted Subsidiary is in the form of cash, cash equivalents, or cash equivalents or Additional Assets or any combination thereof ("Permitted Consideration")Assets; provided, however, that the Company may count as cash received for such Asset Disposition any amount available under Section 4.05(a)(3) and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets4.05(b)(7); and and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) ): (A) first, to the extent the Company elects (or is required to do so by the terms of any such Indebtedness), to prepay, repay, redeem purchase, repurchase, redeem, defease or purchase Senior otherwise acquire or retire for value Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) Wholly Owned Subsidiary that was secured by a Lien on the asset that was the subject of a Restricted Subsidiary such Asset Disposition (in each case other than (i) Indebtedness constituting Subordinated Obligations and (ii) Indebtedness owed to the Company or an Affiliate of the Company) from time to time within one year 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; Cash (such later date being herein called, the "MEASUREMENT DATE"); (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to enter into contractual agreements to acquire Additional Assets from time to time within one year 540 days from the later of Measurement Date and consummates such acquisitions within two years after the date execution of such Asset Disposition or the receipt of such Net Available Cashcontracts; and and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer offer to the holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) Notes to purchase Securities (and such other Senior Indebtedness) Notes pursuant to and subject to the conditions of Section 4.8(bcontained in this Indenture (an "ASSET DISPOSITION OFFER"); provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.84.09, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) 4.09 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are is not applied in accordance with this Section 4.8(a) 4.09 exceeds $20.0 150.0 million. Pending application of Net Available Cash pursuant to this Section 4.8(a)4.09, such Net Available Cash shall may be invested in Temporary Cash Investments or Investments, applied to temporarily reduce revolving credit indebtednessindebtedness or used in any manner otherwise permitted by this Indenture. For the purposes of clause (a)(2) of this Section 4.8(a)4.09, the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Wholly Owned Subsidiary (in each case other than (i) Indebtedness constituting Subordinated Obligations and (ii) Indebtedness owed to the Company or an Affiliate 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 Disposition; and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness) Notes pursuant to Section 4.8(a)(3)(C4.09(a)(3)(C), the Company shall make such Asset Disposition Offer to purchase Securities Notes on or before the fifth Business Day following the 540th day after the Measurement Date, and shall purchase Notes tendered pursuant to an offer by the Company for the Securities and such other Senior Indebtedness (the "Offer") Notes at a purchase price of 100% of their the principal amount (or, in thereof on the event such other Senior Indebtedness was issued with significant original issue discount, 100% date of the accreted value thereof), purchase without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c)this Indenture and customary practice. If the aggregate purchase price of Securities (and any other Senior Indebtedness the Notes tendered pursuant to the Offer) exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness Notes to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make such an Offer offer to purchase Securities (and other Senior Indebtedness Notes pursuant to this Section 4.8 4.09 if the Net Available Cash available therefor is less than $20.0 150.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in . Upon completion of any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples application of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the foregoing provisions of clause (a) (3) of this Section. If the Offer includes other Senior IndebtednessSection 4.09, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee Net Available Cash shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8be reset at zero. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (dc) 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 Notes pursuant to this SectionSection 4.09. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 4.09, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of its compliance with such securities laws or regulations. (d) If, as of the date of any supplemental indenture, pursuant to which the parties seek to waive or modify the provisions of this Section 4.09 or any relevant definition, no Asset Disposition has occurred that would, with the passage of time and the absence of any contrary application of the Net Available Cash therefrom, give rise to the requirement to make an Asset Disposition Offer, the Company does not have a present intent to make any Asset Disposition that would give rise to such requirement, and the Company is not aware of any pending, proposed or threatened Asset Disposition that would give rise to such requirement, the provisions under this Indenture relative to the Company's obligation to make an offer to purchase the Notes as a result of an Asset Disposition may be waived or modified with the written consent of the holders of a majority in principal amount of the Notes.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (as determined in good faith by senior management of the Company or, if the fair market value of such assets exceeds $500,000, by the Company's Board of Directors) (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; , (2ii) at least 7580% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash equivalentsor Cash Equivalents, Additional Assets or any combination thereof ("Permitted Consideration"); provided, however, that distribution agreements with radio stations or cable television operators or other video distributors which would receive programming of the Company and or its Restricted Subsidiaries shall be permitted according to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; Company's historical practice and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) ): (A) first, to the extent the Company or any Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness), (x) to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or Indebtedness its Restricted Subsidiaries or (other than any Disqualified Stocky) of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company investment in or an Affiliate acquisition of the Company) Additional Assets within one year 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, within 180 days from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company electsmake an offer to purchase Securities (C) third, to acquire Additional Assets within one year from 180 days after the later of the application of Net Available Cash in accordance with clauses (A) and (B) and the date of such Asset Disposition or that is one year from the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer prepay, repay or repurchase Indebtedness (other than Preferred Stock) of a Wholly-Owned Subsidiary (in each case other than Indebtedness owed to the holders Company or another Wholly-Owned Subsidiary); and (D) fourth, to the extent of the Securities balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), to holders (w) the investment in or acquisition of other Senior Additional Assets, (x) the making of Temporary Cash Investments, (y) the prepayment, repayment or purchase of Indebtedness of the Company designated by (other than Indebtedness owing to any Subsidiary of the Company) to purchase Securities or Indebtedness of any Subsidiary (and such other Senior Indebtedness) pursuant to and subject than Indebtedness owed to the conditions Company or any of Section 4.8(bits Restricted Subsidiaries) or (z) any other purpose otherwise permitted under the Indenture, in each case within the later of 45 days after the application of Net Available Cash in accordance with clauses (A), (B) and (C) or the date that is one year from the receipt of such Net Available Cash; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (B), (C) or (CD) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, however, that the foregoing shall not be deemed to require any reduction in the commitment for Bank Indebtedness to less than $20 million. Notwithstanding the foregoing provisions of this Section 4.8provisions, the Company and the its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are has not been applied in accordance with this Section 4.8(a) covenant at any time exceeds $20.0 5 million. Pending application of The Company shall not be required to make an offer for Securities pursuant to this covenant if the Net Available Cash pursuant available therefor (after application of the proceeds as provided in clause (a)(iii)(A)) is less than $5 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 this Section 4.8(a), such the Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtednessfrom any subsequent Asset Disposition). For the purposes of this Section 4.8(a)covenant, the following are will be deemed to be cash or cash equivalentscash: (1x) the assumption by the transferee of Senior Indebtedness of the Company or Senior Indebtedness of any Restricted Subsidiary of the Company and the release of the Company or such Restricted Subsidiary from all liability on such Senior Indebtedness or Senior Indebtedness in connection with such Asset Disposition (in which case the Company shall, without further action, be deemed to have applied such paid Senior Indebtedness in accordance with clause (a)(iii)(A)) and (2y) securities received by the Company or any Restricted Subsidiary of the Company from the transferee that are promptly (and in any event within 60 days) converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness) pursuant to Section 4.8(a)(3)(Cclause (a)(iii)(B), the Company shall will be required to purchase Securities tendered pursuant to an offer by the Company for the Securities and such other Senior Indebtedness (the "Offer") at a purchase price of 100101% of their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but and unpaid interest (or, in respect of such other Senior Indebtedness, such lesser priceinterest, if any, as may be provided for by to the terms of such Senior Indebtedness purchase date in accordance with the procedures (including prorationing prorating in the event of over subscriptionoversubscription) set forth in Section 4.8(c)herein. If the aggregate purchase price of the Securities (and any other Senior Indebtedness tendered pursuant to the Offer) exceeds offer is less than the Net Available Cash allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness pursuant to this Section 4.8 if the Net Available Cash available therefor 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). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver Company will apply the excess to the Company immediately after the expiration of the Offer Period for application remaining Net Available Cash in accordance with this Section 4.8clauses (a)(iii)(C) or (D) above. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (dc) The Company shall will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Sectionthe Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Sectioncovenant, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section the Indenture by virtue of its compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless unless: (1i) the Company Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value Fair Market Value (including as to the value of all non-cash consideration), as determined in good faith by at the Board time of Directors, contractual agreement to such Asset Disposition) of the shares and assets subject to such Asset Disposition; ; (2ii) at least 75% of the consideration thereof received by the Company Issuer or such Restricted Subsidiary is in the form of cash, cash or cash equivalents, Additional Assets or any combination thereof ; ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) Disposition, (A) first, to the extent the Company Issuer elects (or is required by the terms of any Indebtedness), is used to prepay, repay, redeem or purchase Senior (i) Secured Indebtedness of the Company Issuer or a Subsidiary Guarantor or (ii) Indebtedness (other than any Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company Issuer or an Affiliate of the CompanyIssuer) within 450 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent the Issuer elects (including with respect to the balance of such Net Available Cash after application (if any) in accordance with clause (A)) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, is used to (i) make an Investment in any one or more businesses (provided that such Investment in any business is in the form of the acquisition of Capital Stock of such business such that such business constitutes a Restricted Subsidiary), (ii) acquire assets, (iii) acquire property, or (iv) make capital expenditures, in each case, used or useful in a Related Business (collectively, “Additional Assets”); and (BC) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (Cif any) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B)) and the expiration of the time periods set forth therein, to make an Offer offer to the holders Holders of the Securities Notes (and to holders of other Senior Pari Passu Indebtedness of the Company Issuer designated by the CompanyIssuer) to purchase Securities Notes (and such other Senior IndebtednessPari Passu Indebtedness of the Issuer) pursuant to and subject to the conditions of Section 4.8(b)contained in this Indenture; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant made to satisfy clause (A) or (C) above, the Company Issuer or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a) exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.8(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.8(a)4.08, the following are deemed to be cash or cash equivalents: : (1i) the assumption or discharge of Indebtedness any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Company or any Restricted Subsidiary and the release of the Company Issuer or such Restricted Subsidiary from (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of such assets and for which the Issuer and all liability on such Indebtedness of the Restricted Subsidiaries have been released by all creditors in connection with such Asset Disposition and writing; (2ii) securities received by the Company Issuer or any Restricted Subsidiary from the transferee that are promptly converted by the Company Issuer or such Restricted Subsidiary within 180 days into cash, to the extent of cash received in that conversion; (iii) all Temporary Cash Investments; and (iv) any Designated Noncash Consideration having an aggregate Fair Market Value that, when taken together with all other Designated Noncash Consideration previously received and then outstanding, does not exceed 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) 5.0% of Total Assets. (b) In the event of an Asset Disposition that requires an offer to purchase the purchase of Securities Notes (and other Senior IndebtednessPari Passu Indebtedness of the Issuer) pursuant to Section 4.8(a)(3)(C4.08(a)(iii)(C), the Company Issuer shall purchase Securities Notes tendered pursuant to an offer by the Company Issuer for the Securities Notes (and such other Senior Indebtedness (the "Offer"Pari Passu Indebtedness) at a purchase price of 100% of their principal amount (or, in the event such other Senior Pari Passu Indebtedness of the Issuer was issued with significant original issue discount, 100% of the accreted value thereof), ) without premium, plus accrued but unpaid interest (or, in respect of such other Senior IndebtednessPari Passu Indebtedness of the Issuer, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness Pari Passu Indebtedness) in accordance with the procedures (including prorationing prorating in the event of over subscriptionoversubscription) set forth in Section 4.8(c)this Indenture. If the aggregate purchase price of Securities (and any other Senior Indebtedness the securities tendered pursuant to the Offer) Offer exceeds the Net Available Cash allotted to their purchase, the Company Issuer shall select the Securities and other Senior Indebtedness securities to be purchased on a pro rata basis but in round denominations, which in the case of the Securities Notes will be denominations of $1,000 2,000 principal amount or multiples thereofany greater integral multiple of $1,000. The Company Issuer shall not be required to make such an Offer offer to purchase Securities Notes (and other Senior Pari Passu Indebtedness of the Issuer) pursuant to this Section 4.8 4.08 if the Net Available Cash available therefor is less than $20.0 million 20,000,000 (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer. (1i) Promptly, and in any event within 10 30 days after the Company Issuer becomes obligated to make an Offer, the Company Issuer 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 Notes purchased by the Company Issuer either in whole or in part (subject to prorating as described in Section 4.8(b4.08(b) in the event the Offer is oversubscribed) in amounts of $2,000 and any greater integral multiples multiple of $1,000 of principal amount, amount at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "“Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3”). (2ii) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company Issuer shall deliver to the Trustee an Officers' ’ Certificate as to (A) the amount of the Offer (the "“Offer Amount"”), including information as to any other Senior Pari Passu Indebtedness included in the OfferOffer for repurchase, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b4.08(a). On such dateBy Noon New York City time on the Purchase Date, the Company Issuer shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company Issuer or a Wholly Owned Subsidiary is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.84. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless of Collateral unless: (1) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), of the Collateral subject to such Asset Disposition (notwithstanding the foregoing, the consideration received by the Company or any of its Restricted Subsidiaries from the sale of the Uhrichsville, Ohio facility on terms materially consistent with the terms, as in effect as of the Issue Date, set forth in Exhibit G to the Supply Agreement by and among Commonwealth Aluminum Corporation, IMCO Recycling of Ohio Inc. and IMCO Recycling Inc., dated as of April 1, 1999, or the sale of the Saginaw, Michigan facility on terms materially consistent with the terms, as in effect as of the Issue Date, set forth in Exhibit 5 to the Long Term Agreement between General Motors Corporation and Alchem Aluminum Inc., dated as of February 26, 1999, shall, in each case, be deemed to be fair market value for purposes of this paragraph); (2) at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents and 100% of the Net Available Cash therefrom is deposited directly by the Company into the Collateral Account; and (3) the remaining consideration from such Asset Disposition that is not in the form of cash or Cash Equivalents is thereupon with its acquisition pledged as Collateral to secure the Securities; provided, however, to the extent that the Credit Facility Collateral Documents restrict the Company's ability to pledge such other consideration as Collateral, the Company shall either pledge other property or assets as Collateral having a fair market value, as determined in good faith by the Board of Directors, at least equal to the fair market value of such other consideration or deposit an amount of cash or Cash Equivalents into the Collateral Account having a value at least equal to the fair market value of such other consideration (which Cash or Cash Equivalents may be withdrawn by the Company from the Collateral Account to be invested in Additional Assets in the manner set forth under this subsection (a)); provided, further, that prior to such pledge, deposit or withdrawal, the Company shall have delivered to the Trustee an Officers' Certificate stating, as applicable, that (i) in accordance with this clause (3), other property or assets may be pledged as Collateral having the fair market value required by said clause, (ii) in accordance with this clause (3), cash or Cash Equivalents are to be deposited into the Collateral Account having the fair market value required by said clause or (iii) funds to be withdrawn from the Collateral Account are to be invested in Additional Assets in compliance with this clause (3) and that, in the case of clause (i), (ii) or (iii), all conditions precedent provided for in this Indenture to such pledge, deposit or withdrawal have been complied with. Any Net Available Cash deposited into the Collateral Account from any Asset Dispositions of Collateral, Recovery Events (as described in the next paragraph), Asset Swaps involving the transfer of Collateral (as described in Section 3.5(d) below) or prepayments of the shares and assets subject Intercompany Note may be withdrawn by the Company to be invested by the Company in Additional Assets within 360 days from the later of the date of (x) such Asset Disposition; , Recovery Event, Asset Swap or prepayments and (2y) at least 75% the receipt of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cashNet Available Cash, cash equivalents, which Additional Assets or any combination thereof ("Permitted Consideration")are thereupon with their acquisition added to the Collateral securing the Notes; provided, however, to the extent that the Credit Facility Collateral Documents restrict the Company's ability to pledge such Additional Assets as Collateral, the Company and its Restricted Subsidiaries shall be permitted to receive Property either pledge other than Permitted Consideration, so long property or assets as the aggregate Collateral having a fair market value, as determined in the good faith of by the Board of Directors, at least equal to the fair market value of all such Property other than Permitted Consideration received Additional Assets or deposit an amount of cash or Cash Equivalents into the Collateral Account having a value at least equal to the fair market value of such Additional Assets; provided, further, that prior to such investment (and the related withdrawal from Asset Dispositions and held by the Collateral Account), pledge or deposit, the Company shall have delivered to the Trustee an Officers' Certificate stating, as applicable, that (i) funds to be withdrawn from the Collateral Account are to be invested in Additional Assets in compliance with this paragraph, (ii) in accordance with this paragraph, other property or assets may be pledged as Collateral having the fair market value required by said paragraph or (iii) in accordance with this paragraph, cash or Cash Equivalents are to be deposited into the Collateral Account having the fair market value required by said paragraph and that, in the Restricted Subsidiaries at any one time shall not exceed 10% case of Adjusted Consolidated Net Tangible Assets; and clause (3i), (ii) an amount equal or (iii), all conditions precedent provided for in this Indenture to 100% such investment, pledge or deposit have been complied with. All of the Net Available Cash from such Asset Disposition is applied received by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to from any Recovery Event shall be deposited directly into the extent the Company elects (or is required Collateral Account and may be withdrawn by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or Indebtedness such Restricted Subsidiary to be invested in Additional Assets (other than any Disqualified Stock) which may include performance of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate Restoration of the Companyaffected Collateral) in accordance with the preceding paragraph within one year 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of such . Any Net Available Cash after application from Asset Dispositions of Collateral, Asset Swaps involving the transfer of Collateral, Recovery Events or prepayments of the Intercompany Note that are not applied or invested as provided in this subsection (a) or in accordance with clause the Collateral Documents will be deemed to constitute "Excess Collateral Proceeds." On the 361st day after an Asset Disposition, Asset Swap, Recovery Event or prepayment of the Intercompany Note pursuant to this subsection (Aa), to if the extent aggregate amount of Excess Collateral Proceeds exceeds $5.0 million, the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), will be required to make an Offer offer ("Collateral Disposition Offer") to the all holders of Securities to purchase the maximum principal amount of Securities (and to holders of other Senior Indebtedness which the Collateral Disposition Offer applies that may be purchased out of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness) pursuant to and subject to the conditions of Section 4.8(b); providedExcess Collateral Proceeds, however, that at an offer price in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced cash in an amount equal to 100% of the principal amount so prepaidof the Securities plus accrued and unpaid interest to the date of purchase, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with the procedures set forth in this Section 4.8(a) except to Indenture in integral multiples of $1,000. To the extent that the aggregate Net Available Cash from all Asset Dispositions which are amount of Securities so validly tendered and not applied in accordance with this Section 4.8(a) exceeds $20.0 million. Pending application of Net Available Cash properly withdrawn pursuant to this Section 4.8(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For a Collateral Disposition Offer is less than the purposes of this Section 4.8(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness) pursuant to Section 4.8(a)(3)(C)Excess Collateral Proceeds, the Company shall purchase Securities tendered pursuant to an offer may use any remaining Excess Collateral Proceeds for general corporate purposes, free and clear of any Liens created by the Company for the Securities and such Collateral Documents, subject to other Senior Indebtedness (the "Offer") at a purchase price of 100% of their principal amount (or, covenants contained in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness in accordance with the procedures (including prorationing in the event of over subscription) set forth in Section 4.8(c)this Indenture. If the aggregate purchase price principal amount of Securities (and any other Senior Indebtedness tendered pursuant to the Offer) surrendered by Holders thereof exceeds the Net Available Cash allotted to their purchaseamount of Excess Collateral Proceeds, the Company Trustee shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in on the case basis of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness pursuant to this Section 4.8 if the Net Available Cash available therefor 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). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description o f material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.8(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were accepted for payment by the Company in accordance with the terms of this covenant. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.tendered

Limitation on Sales of Assets and Subsidiary Stock. (a) The Each of the Parent and the Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless unless: (1i) the Parent, the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; ; (2ii) in the case of an Asset Disposition for consideration exceeding $5.0 million, the fair market value is determined, in good faith, by the Board of Directors, and evidenced by a resolution of the Board of Directors set forth in an Officer's Certificate delivered to the Trustee; (iii) at least 75% of the consideration thereof received by the Parent, the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash, cash or cash equivalents, Additional Assets or any combination thereof ; and ("Permitted Consideration"); provided, however, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10% of Adjusted Consolidated Net Tangible Assets; and (3iv) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Parent, the Company (or such Restricted Subsidiary, as the case may be) , within 365 days after its receipt, at its option: (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or Senior Indebtedness (other than any Disqualified Stock) of a Restricted Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year from the later of the date of such Asset Disposition Company or the receipt of such Net Available Cash; Parent); (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available CashAssets; and and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B) of this Section 4.10(a)(iv), to make an Offer offer to the holders Holders of the Securities Notes (and to holders of other Senior Indebtedness of the Company designated by the Companyit) to purchase Securities Notes (and such other Senior IndebtednessIndebtedness of the Company) pursuant to and subject to the conditions of Section 4.8(b)contained in this Indenture; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) aboveof Section 4.10(a)(iv), the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (commitment, if any) , to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.84.10, the Parent, the Company and the Restricted Subsidiaries shall will not be required to apply any Net Available Cash in accordance with this Section 4.8(a4.10(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a4.10(a) exceeds $20.0 10.0 million. Pending application of Net Available Cash pursuant to this Section 4.8(a4.10(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied used to temporarily reduce loans outstanding under any revolving credit indebtednessfacility existing under a Credit Facility. For the purposes of this Section 4.8(a)4.10, the following are deemed to be cash or cash equivalents: (1i) the assumption of Indebtedness of the Parent, the Company or any Restricted Subsidiary (other than any of their Subordinated Obligations) and the release of the Parent, the Company or such Restricted Subsidiary Subsidiary, as the case may be, from all liability on such Indebtedness in connection with such Asset Disposition and (2ii) any securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cashcash on the maturity date thereof but in no event later than 180 days after the receipt thereof (to the extent of cash received). (b) In the event of an Asset Disposition that requires the purchase of Securities the Notes (and other Senior IndebtednessIndebtedness of the Company) pursuant to Section 4.8(a)(3)(C4.10(a)(iv)(C), the Company shall purchase Securities Notes tendered pursuant to an offer by the Company for the Securities Notes (and such other Senior Indebtedness (of the "Offer"Company) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) (the "Offer"), without premium, plus accrued but unpaid interest (or, in respect of such other Senior IndebtednessIndebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness of the Company) in accordance with the procedures (including prorationing prorating in the event of over subscriptionoversubscription) set forth in Section 4.8(c4.10(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness the securities tendered pursuant to the Offer) Offer exceeds the Net Available Cash allotted to their purchase, the Company shall will select the Securities and other Senior Indebtedness securities to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness pursuant to this Section 4.8 if the Net Available Cash available therefor 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). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities its Notes purchased by the Company either in whole or in part (subject to prorating as hereinafter described in Section 4.8(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (Ai) 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), provided, however, this obligation can be satisfied by the Parent's filing and providing such information, documents and reports so long as the Parent owns all the Capital Stock of the Company, (Bii) a description o f of material developments in the Company's (or the Parent's, if applicable) business subsequent to the date of the latest of such Reports, Reports and (Ciii) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities Notes pursuant to the Offer, together with the information contained in clause (3) of this Section 4.10(c). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided belowabove, the Company shall deliver to the Trustee an Officers' Certificate as to (Ai) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.8(a) and (b4.10(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, Schedule III-5 if other than the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities Notes or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities Notes delivered by the Company to the Trustee is less than the Offer Amount applicable to the SecuritiesAmount, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.8Section. (3) Holders electing to have a Security Note purchased shall be required to surrender the SecurityNote, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives receives, not later than one Business Day prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security Note which was delivered for purchase by the Holder and a statement that such Holder H▇▇▇▇▇ is withdrawing his election to have such Security Note purchased. If at the expiration of the Offer Period the aggregate principal amount of Notes (and any other Senior Indebtedness included in the Offer) surrendered pursuant to the Offer exceeds the Offer Amount, the Company shall select the Notes and other Senior Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes and other Senior Indebtedness in denomination of $1,000, or integral multiples thereof, shall be purchased). Holders whose Securities Notes are purchased only in part shall be issued new Securities Notes equal in principal amount to the unpurchased portion of the Securities Notes surrendered. (4) At the time the Company delivers Securities Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that the Securities were such Notes are to be accepted for payment by the Company pursuant to and in accordance with the terms of this covenantSection 4.10. A Security Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Each of the Parent and 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 Notes pursuant to this SectionSection 4.10. To the extent that the provisions of any securities laws or regulations conflict with provisions of this SectionSection 4.10, each of the Parent and the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section clause by virtue of its compliance with such securities laws or regulations.