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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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 any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a 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 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 or to make capital expenditures in the Oil and Gas Business 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 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 of the Company) pursuant to and subject to the conditions contained in this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.11, 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 4.11, the following are deemed to be cash or cash equivalents: (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability or (2) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days of receipt. Notwithstanding the foregoing, the 75% limitation referred to in Section 4.11(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 4.11(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.

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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), of the shares and assets subject to such Asset Disposition; ; (2) at least 7580% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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 any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a CB Richard or any Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness ▇▇▇▇ ▇▇▇▇▇tedness owed to the Company or an Affiliate of the Company) within one year fifteen months 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 or to make capital expenditures in the Oil and Gas Business 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 of the Notes Securities (and to holders of other Senior Subordinated unsubordinated Indebtedness of the Company designated by the Company) to purchase Notes Securities (and such other Senior Subordinated unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indentureof Section 4.6(b); providedPROVIDED, howeverHOWEVER, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.114.6, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 4.6(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 4.6(a) exceeds $20.0 10.0 million. Pending application of Net Available Cash pursuant to this Section 4.114.6(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.114.6(a), the following are deemed to be cash or cash equivalents: : (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition and (2) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. (b) In the event of receipt. Notwithstanding an Asset Disposition that requires the foregoingpurchase of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.6(a)(3)(C), the 75% limitation referred Company shall purchase Securities tendered pursuant to in Section 4.11(a)(2) shall be deemed satisfied with respect to any Asset Disposition in which an offer by the cash or cash equivalents portion Company for the Securities (and such other unsubordinated Indebtedness of the consideration received therefromCompany) (the "OFFER") at a purchase price of 100% of their principal amount (or, determined in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) in accordance with the foregoing provision procedures (including prorating in the event of over-subscription) set forth in Section 4.6(c). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an afterOffer to purchase Securities (and other unsubordinated Indebtedness of the Company) pursuant to this Section 4.6 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-tax basisclass mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.6(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "PURCHASE DATE") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "OFFER AMOUNT"), including information as to any other unsubordinated Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.6(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other unsubordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for cancellation the Securities or greater than what the after-tax proceeds would portions thereof which have been had properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.6. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Asset Disposition complied Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the aforementioned 75% limitationterms of this Section. The requirement of Section 4.11(a)(3)(B) A Security shall be deemed to be satisfied if have been accepted for purchase at the time the Trustee, directly or through an agreement agent, mails or delivers payment therefor to the surrendering Holder. (including a leased) The Company shall comply, whether a capital lease to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or an operating lease) committing regulations in connection with the purchase of Securities pursuant to make this Section. To the acquisitions extent that the provisions of any securities laws or expenditures referred to therein is entered into by regulations conflict with provisions of this Section, the Company or shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its Restricted Subsidiary within the time period specified in such clause and such Net Available Cash is subsequently applied in accordance obligations under this Section by virtue of its compliance with such agreement within six months following such agreementsecurities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration) (as determined in good faith by the Board of Directors, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents, Additional Assets or any combination thereof (collectively, the “Temporary Cash Consideration”)Equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be):) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company Company) or an Affiliate of the Company) 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 (ASection 4.06(3)(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 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 (ASection 4.06(3)(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 of the Company) pursuant to and subject to the conditions contained in this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance redemption or other acquisition or retirement for value purchase of Indebtedness pursuant to clause (ASection 4.06(3)(A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid repaid, redeemed or purchased. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.114.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness, if any. For the purposes of this Section 4.114.06, the following are deemed to be cash or cash equivalentsTemporary Cash Investments: (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or (2) an assignment agreement that includes, on such Indebtedness in lieu of connection with such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into);Asset Disposition; and (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days Temporary Cash Investments. (b) In the event of receipt. Notwithstanding an Asset Disposition that requires the foregoingpurchase of Notes (and other Senior Indebtedness of the Company) pursuant to Section 4.06(a)(3)(C), the 75Company will purchase Notes tendered pursuant to an offer by the Company for the Notes (and such other Senior Indebtedness) (the "Offer") at a purchase price of 100% limitation referred to of their principal amount (or, in Section 4.11(a)(2) shall be deemed satisfied with respect to any Asset Disposition in which the cash or cash equivalents portion event such other Senior Indebtedness of the consideration received therefromCompany was issued with significant original issue discount, determined 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the foregoing provision procedures (including prorating in the event of oversubscription) set forth in this Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make such an afteroffer to purchase Notes (and other Senior Indebtedness of the Company) pursuant to this covenant if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an offer 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-tax basisclass 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 4.06(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, (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in Section 4.06(c)(3) below. (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer 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 4.06(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other 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 greater than what the after-tax proceeds would portions thereof which have been had 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 4.06. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Asset Disposition complied Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the aforementioned 75% limitationterms of this Section. The requirement of Section 4.11(a)(3)(B) A Security shall be deemed to be satisfied if have been accepted for purchase at the time the Trustee, directly or through an agreement agent, mails or delivers payment therefor to the surrendering Holder. (including a leased) The Company will comply, whether a capital lease to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or an operating lease) committing regulations in connection with the repurchase of Notes pursuant to make this Section 4.06. To the acquisitions extent that the provisions of any securities laws or expenditures referred to therein is entered into by regulations conflict with provisions of this Section 4.06, the Company or will comply with the applicable securities laws and regulations and will not be deemed to have breached its Restricted Subsidiary within the time period specified in such clause and such Net Available Cash is subsequently applied in accordance obligations under this Section 4.06 by virtue of its compliance with such agreement within six months following such agreementsecurities 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 (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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 is in the form of cash or cash equivalents, Additional Assets or any combination thereof equivalents and (collectively, the “Cash Consideration”); 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 Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a 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 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 or to make capital expenditures in the Oil and Gas Business 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 49 (Aa) 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 of the Company) pursuant to and subject to the conditions contained in this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this Section 4.11 4.06(a) exceeds $20.0 5 million. Pending application of Net Available Cash pursuant to this Section 4.114.06(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 4.114.06(a), the following are deemed to be cash or cash equivalents: : (1x) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition and (2y) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. (b) In the event of receipt. Notwithstanding an Asset Disposition that requires the foregoingpurchase of Securities (and other Senior Subordinated Indebtedness) pursuant to Section 4.06 (a)(ii)(C), the 75% limitation referred to in Section 4.11(a)(2) Company shall be deemed satisfied with required to purchase Securities tendered pursuant to an offer by the Company for the Securities (and other Senior Subordinated Indebtedness) 50 EXHIBIT 4.1 (the "Offer") at a purchase price of 100% of their principal amount (without premium) plus accrued but unpaid interest (or, in respect to any Asset Disposition in which of such other Senior Subordinated Indebtedness, such lesser price, if any, as may be provided for by the cash or cash equivalents portion terms of the consideration received therefrom, determined such Senior Subordinated Indebtedness) in accordance with the foregoing provision procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of Securities (and any other Senior Subordinated Indebtedness) tendered pursuant to the 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)(ii)(D) above. The Company shall not be required to make an Offer to purchase Securities (and other Senior Subordinated Indebtedness) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $5 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 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 (i) 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), (ii) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (iii) 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 after-tax basisOffer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (i) the amount of the Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.06(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. 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 greater than what the after-tax proceeds would portions thereof which have been had properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver, or cause to be delivered, payment to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered, or caused to be 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. (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 Asset Disposition complied 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 52 EXHIBIT 4.1 $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 such Securities are to be accepted by the Company pursuant to and in accordance with the aforementioned 75% limitationterms of this Section. The requirement of Section 4.11(a)(3)(B) A Security shall be deemed to be satisfied if have been accepted for purchase at the time the Trustee, directly or through an agreement agent, mails or delivers payment therefor to the surrendering Holder. (including a leased) The Company shall comply, whether a capital lease to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or an operating lease) committing regulations in connection with the repurchase of Securities pursuant to make this Section. To the acquisitions extent that the provisions of any securities laws or expenditures referred to therein is entered into by regulations conflict with provisions of this Section, the Company or shall comply with the applicable securities laws and regulations and shall not be deemed to have breached 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 agreementobligations under this Section by virtue thereof.

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 an executive officer of the Company (if such fair market value is less than $1.0 million) or by the Board of Directors, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provisionDirectors (in all other cases), 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 or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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 any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly Owned Controlled 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; (B) secondSECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; 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 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 of the Company) pursuant to and subject to the conditions contained in this Indenture; providedPROVIDED, howeverHOWEVER, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value purchase of Indebtedness pursuant to clause (A) or (C) aboveof this Section 4.07(a), 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.114.10, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 4.10 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 4.10 exceeds $20.0 10.0 million. Pending application of Net Available Cash pursuant to this Section 4.114.10, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of clause (a)(2) of this Section 4.114.10, the following are deemed to be cash or cash equivalents: : (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Senior Indebtedness of the Company or any Restricted Guarantor or Indebtedness of any Wholly Controlled Subsidiary that is not a Guarantor (in each case other than contingent liabilities and liabilities that are by their terms subordinated Indebtedness owed to the Notes Company or any Subsidiary Guarantyan Affiliate of the Company) that are assumed by and the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition; and (2) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. (b) In the event of receipt. Notwithstanding an Asset Disposition that requires the foregoingpurchase of Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to Section 4.10(a)(3)(C), the 75Company shall make such offer to purchase Notes on or before the 366th day after the date of such Asset Disposition, and shall purchase Notes tendered pursuant to an offer by the Company for the Notes (and such other Senior Subordinated Indebtedness of the Company) at a purchase price of 100% limitation referred of their principal amount (or, in the event such other Senior Subordinated 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 Subordinated 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 prorating in the event of oversubscription) set forth in this Indenture. If the aggregate purchase price of the Notes and other Senior Subordinated Indebtedness tendered exceeds the Net Available Cash allotted to their purchase, the Company shall select the securities to be purchased on a PRO RATA basis but in Section 4.11(a)(2) round denominations, which in the case of the Notes shall be deemed satisfied denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make such an offer to purchase Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to this Section 4.10 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to the Net Available Cash from any subsequent Asset Disposition in which the cash or cash equivalents portion Disposition). Upon completion of the consideration received therefrom, determined any application of Net Available Cash in accordance with the foregoing provision on an after-tax basisprovisions of clause (a) (3) of this Section 4.10, is equal the amount of Net Available Cash shall be reset at zero. (c) The Company shall comply, to or greater than what the after-tax proceeds would have been had such Asset Disposition complied extent applicable, with the aforementioned 75% limitation. The requirement requirements of Section 4.11(a)(3)(B14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.10. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to be satisfied if an agreement have breached its obligations under this Section 4.10 by virtue of its compliance with such securities laws or regulations. (including a lease, whether a capital lease or an operating leased) committing The provisions under this Indenture relative to the Company's obligation to make an offer to purchase the acquisitions Notes as a result of an Asset Disposition may be waived or expenditures referred to therein is entered into by modified with the Company or its Restricted Subsidiary within written consent of the time period specified holders of a majority in such clause and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreementprincipal amount of the Notes.

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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), of the shares and or 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 or cash, cash equivalents, Additional Assets oil and natural gas properties or capital assets to be used by the Company or any combination thereof (collectively, Restricted Subsidiary in the “Cash Consideration”)Oil and Gas Business; 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 so elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem purchase, repurchase, redeem, defease or purchase otherwise acquire or retire for value Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a 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 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 so elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business 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 Holders of the 6 5/8% Notes (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase 6 5/8% Notes (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in of this IndentureSection 1014; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness pursuant to clause (A) or (C) aboveof this Section 1014(a)(3), 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.111014, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 1014 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 1014(a) exceeds $20.0 20 million. Pending application of Net Available Cash pursuant to this Section 4.111014(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of clause (a)(2) of this Section 4.111014, the following are deemed to be cash or cash equivalents: : (1) any liabilitiesthe release of, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee of any such assets pursuant to (1) a customary novation agreement that releases or other agreement, or the discharge of, the Company or such Restricted Subsidiary from further all liability or on Indebtedness in connection with such Asset Disposition; and (2) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days of their receipt. Notwithstanding the foregoing, the 75% limitation referred to in paragraph (a)(2) of this Section 4.11(a)(2) 1014 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 4.11(a)(3)(B1014(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. (b) In the event of an Asset Disposition that requires the purchase of 6 5/8% Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to Section 1014(a)(3)(C), the Company shall make such offer to purchase 6 5/8% Notes (the “Offer”) on or before the 366th day after the later of the date of such Asset Disposition or the receipt of such Net Available Cash, and will purchase 6 5/8% Notes tendered pursuant to the Offer by the Company for the 6 5/8% Notes (and such other Senior Subordinated Indebtedness of the Company) at a purchase price of 100% of their principal amount (or, in the event such other Senior Subordinated 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 Subordinated 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 prorating in the event of oversubscription) set forth in this Indenture. If the aggregate purchase price of 6 5/8% Notes and any other Senior Subordinated Indebtedness tendered exceeds the Net Available Cash allotted to their purchase, the Company shall select the 6 5/8% Notes and other Senior Subordinated Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the 6 5/8% Notes shall be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make such an Offer to purchase 6 5/8% Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to this Section 1014 if the Net Available Cash available therefor is less than $20 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 its 6 5/8% Notes purchased by the Company either in whole or in part (subject to prorating as described in Section 1014(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 and all instructions and materials necessary to tender 6 5/8% Notes 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 above, 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 Subordinated 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 1014(a) and (b). On or before 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 its own Paying Agent, segregate and hold in trust) immediately available funds in 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 Subordinated 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 6 5/8% 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 6 5/8% Notes delivered by the Company to the Trustee is less than the Offer Amount applicable to the 6 5/8% Notes, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period. Upon completion of an Offer, Net Available Cash shall be deemed to be reduced by the Offer Amount. (3) Holders electing to have an 6 5/8% Notes purchased shall be required to surrender the 6 5/8% Note, with the form “Option of Holder to Elect Purchase” on the reverse 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 facsimile transmission or letter setting forth the name of the Holder, the principal amount of the 6 5/8% Notes which was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such 6 5/8% Notes purchased. Holders whose Securities are purchased only in part shall be issued new 6 5/8% Notes equal in principal amount to the unpurchased portion of the 6 5/8% Notes surrendered. (4) At the time the Company delivers 6 5/8% Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers’ Certificate stating that such 6 5/8% Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section. An 6 5/8% 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 6 5/8% 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 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 (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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents, Additional Assets or any combination thereof equivalents and (collectively, the “Cash Consideration”); 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 any Subsidiary Guarantor or Indebtedness (other than any Disqualified StockStock or, in the case of a Subsidiary Guarantor, any Subordinated Obligations) of a 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 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 or to make capital expenditures in the Oil and Gas Business 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 clauses (AclausesE(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 of the CompanyIndebtedness) pursuant to and subject to Section 4.07(b); and (D) fourth, to the conditions contained extent of the balance of such Net Available Cash after application in this Indenture; 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 owned 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 4.07(b) is consummated, provided, however, that that, in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11paragraph, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 paragraph exceeds $20.0 5.0 million. Pending application of Net Available Cash pursuant to this Section 4.11covenant, 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 4.114.07, the following are deemed to be cash or cash equivalents: : (1x) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition and (2y) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. (b) In the event of receipt. Notwithstanding the foregoing, the 75% limitation referred to in Section 4.11(a)(2) shall be deemed satisfied with respect to any an Asset Disposition in which that requires the cash or cash equivalents portion purchase of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal Notes (and other Senior Subordinated Indebtedness) pursuant 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 4.11(a)(3)(Bclause (ii)(C) 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.of

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any of the Company's Restricted Subsidiary Subsidiaries 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 Company's Board of Directors, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 is in the form of cash or cash equivalents, Additional Assets equivalents or any combination thereof (collectively, the “Cash Consideration”); Marketable Securities 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 Indebtedness), to prepay, repay, redeem or purchase Indebtedness under the Senior Indebtedness of the Company or any Subsidiary Guarantor Credit Facility or Indebtedness (other than any Disqualified Stock) of a Wholly Owned Restricted Subsidiary that is not a Subsidiary Guarantor required to be repaid upon such Asset Sale, including the Notes (in each case other than Indebtedness owed to the Company or an Affiliate any of the Companyits Affiliates) 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 or to make capital expenditures in the Oil and Gas Business 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)) and to the extent the Net Available Cash is permitted to be distributed to the Company pursuant to the terms of the Notes Indenture, to make an offer (the "Offer") to the holders of the Notes Debentures (and to holders of other Senior Subordinated Indebtedness of that is pari passu with the Company Debentures designated by the Company) to purchase Notes Debentures (and such other Senior Subordinated Indebtedness of the Companypari passu Indebtedness) pursuant to and subject to the conditions contained in this Debenture 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) to (x) the acquisition by the Company or any of its Restricted Subsidiaries of Additional Assets or (y) the prepayment, repayment or purchase of the Company's Indebtedness (other than any Disqualified Stock and other than Indebtedness owed to any of the Company's Affiliates) or Indebtedness of any Subsidiary (other than Indebtedness owed to the Company or any of its Affiliates), in each case within one year from the later of the receipt of such Net Available Cash and the date the offer described in clause (b) below is consummated; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value purchase of Indebtedness pursuant to clause (A), (C) or (CD) above, the Company or any such Restricted Subsidiary shall will permanently 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11paragraph, the Company and the its Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this Section 4.11 paragraph exceeds $20.0 1.0 million. Pending application of Net Available Cash pursuant to this Section 4.11covenant, such Net Available Cash shall will be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtednessPermitted Investments. For the purposes of this Section 4.11covenant, the following are deemed to be cash or cash equivalents: : any liabilities (1) any liabilities, as shown on the Company’s Company or such Restricted Subsidiary’s 's most recent consolidated balance sheet), of the Company Company's or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary GuarantyDebentures) that are assumed by the transferee of any such assets pursuant to (1) a customary novation agreement that releases the Company assets; and any securities, notes or such Restricted Subsidiary from further liability or (2) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration other obligations received by the Company or any such Restricted Subsidiary from the such transferee that is are converted, monetized, sold or exchanged by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 30 days of receipt. Notwithstanding the foregoingrelated Asset Sale (to the extent of the cash received in that conversation). (b) In the event of an Asset Disposition that requires the purchase of the Debentures (and other pari passu Indebtedness) pursuant to clause (a)(ii)(C) above, the 75Company will be 50 required to purchase Debentures tendered pursuant to an offer by the Company for the Debentures (and other pari passu Indebtedness) at a purchase price of 100% limitation referred to of their Accreted Value (without premium) plus accrued but unpaid interest (or, in Section 4.11(a)(2) shall be deemed satisfied with respect to any Asset Disposition in which the cash or cash equivalents portion of such other pari passu Indebtedness, 100% of the consideration received therefromprincipal amount or such lesser price, determined if any, as may be provided for by the terms of such pari passu Indebtedness) in accordance with the foregoing provision on procedures (including prorating in the event of oversubscription) set forth in this Debenture Indenture. If the aggregate purchase price of Debentures (and any other pari passu Indebtedness) tendered pursuant to such offer is less than the Net Available Cash allotted to the purchase thereof, the Company will be required to apply the remaining Net Available Cash in accordance with clause (a)(ii)(D) above. The Company will not be required to make such an after-tax basisoffer to purchase Debentures (and other pari passu Indebtedness) pursuant to this covenant if the Net Available Cash available therefor is less than $5.0 million (which lesser amount 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). (c) Notwithstanding paragraphs (a) and (b) above, is equal the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Disposition with respect to assets in any transaction or greater than what series of related transactions with a fair market value of $2.0 million or less without complying with such paragraphs to the after-tax proceeds would have been had extent (i) at least 75% of the consideration for such Asset Sale constitutes cash, cash equivalents, Marketable Securities or Productive Assets and (ii) such Asset Disposition complied is for fair market value (as determined in good faith by the Company's Board of Directors); provided that any consideration not constituting Productive Assets received by the Company or any Restricted Subsidiary in connection with an Asset Disposition permitted to be consummated under this paragraph shall be subject to the provisions of paragraphs (a) and (b) above and included in Net Available Cash. (1) Promptly, and in any event within 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 Debentures purchased by the Company either in whole or in part (subject to prorating as hereinafter described 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 which the Company in good faith believes will enable such Holders to make an informed decision. (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee an Officers' Certificate as to (i) the amount of the Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (iii) the compliance of such allocation with the aforementioned 75% limitationprovisions of Section 4.17(a). 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 Debentures or portions thereof which have been properly tendered to and are to be accepted by the Company. The requirement Trustee shall, on the Purchase Date, mail or deliver payment to each tendering Holder in the amount of Section 4.11(a)(3)(Bthe purchase price. In the event that the aggregate purchase price of the Debentures delivered by the Company to the Trustee is less than the Offer Amount, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section. (3) Holders electing to have a Debenture purchased shall be required to surrender the Debenture, with an appropriate form duly completed, to the Company at the address specified in the notice 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 3:00 p.m., New York City time, two Business 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 Debenture which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Debenture purchased. If at the expiration of the Offer Period the aggregate principal amount of Debentures surrendered by Holders exceeds the Offer Amount, the Company shall select the Debentures 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 Debentures in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Debentures are purchased only in part shall be issued new Debentures equal in principal amount to the unpurchased portion of the Debentures surrendered. (4) At the time the Company delivers Debentures to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Debentures are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Debenture shall be deemed to be satisfied if have been accepted for purchase at the time the Trustee, directly or through an agreement agent, mails or delivers payment therefor to the surrendering Holder. (including a leasee) The Company will comply, whether a capital lease to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or an operating lease) committing regulations in connection with the repurchase of Debentures pursuant to make this covenant. To the acquisitions extent that the provisions of any securities laws or expenditures referred to therein is entered into by regulations conflict with provisions of this covenant, the Company or its Restricted Subsidiary within will comply with the time period specified in such applicable securities laws and regulations and will not be deemed to have breached the Company's obligations under this clause and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreementby virtue thereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration) (), as determined in good faith by the Board of Directors, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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 Debt of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a 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 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 or to make capital expenditures in the Oil and Gas Business within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; 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 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 of the Company) pursuant to and subject to the conditions contained in this the Indenture; providedPROVIDED, howeverHOWEVER, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11covenant, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 covenant except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this Section 4.11 covenant exceeds $20.0 10.0 million. Pending application of Net Available Cash pursuant to this Section 4.11covenant, such Net Available Cash shall be invested in Temporary Cash Investments Investments. Notwithstanding the foregoing provisions of this covenant, if the Company or applied any of its Restricted Subsidiaries sells, in whole or in part, the Capital Stock or assets of CCC Consumer Services Inc. or any of its Subsidiaries, the Company shall not be required to temporarily reduce revolving credit indebtednesscomply with the provisions of clause (a)(1) above. For the purposes of this Section 4.11covenant, the following are deemed to be cash or cash equivalents: (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or (2) an assignment agreement that includes, on such Indebtedness in lieu of connection with such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into);Asset Disposition; and (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. (b) In the event of receipt. Notwithstanding an Asset Disposition that requires the foregoingpurchase of Notes pursuant to clause (a)(3)(C) above, the 75Company will purchase Notes tendered pursuant to an offer by the Company (an "Asset Sale Offer") for the Notes at a purchase price of 100% limitation referred to in Section 4.11(a)(2) shall be deemed satisfied with respect to any Asset Disposition in which the cash or cash equivalents portion of the consideration received therefromtheir principal amount, determined without premium, plus accrued but unpaid interest, in accordance with the foregoing provision procedures (including prorating in the event of oversubscription) set forth in Article XI. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make such an after-tax basisoffer to purchase Notes pursuant to this covenant if the Net Available Cash available therefor is less than $5.0 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). (c) The Company will comply, is equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied extent applicable, with the aforementioned 75% limitation. The requirement requirements of Section 4.11(a)(3)(B14(e) shall of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into have breached its obligations under this clause by the Company or virtue of its Restricted Subsidiary within the time period specified in such clause and such Net Available Cash is subsequently applied in accordance compliance with such agreement within six months following such agreementsecurities 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 Fair Market Value (including as to the value of all non-cash consideration) (as determined in good faith by the Board of Directors, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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 any a Subsidiary Guarantor or Indebtedness (other than any Disqualified Preferred Stock) of a Wholly Owned Restricted Subsidiary that is not a Subsidiary 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 or to make capital expenditures in the Oil and Gas Business within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and provided that a binding commitment shall be treated as a permitted application of the Net Available Cash in accordance with the requirements of this clause (3) from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”); and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B) (and including amounts of Net Available Cash that remain available as a result of instances where an Acceptable Commitment is later cancelled or terminated for any reason before the Net Available Cash is applied), to make an offer Offer to the holders Holders of the Notes Securities (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Notes Securities (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.114.06, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 4.06(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 4.06(a) exceeds $20.0 50 million. Pending application of Net Available Cash pursuant to this Section 4.114.06(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 4.114.06(a), the following are deemed to be cash or cash equivalents: : (1i) any liabilities, as shown on the Company’s assumption or such Restricted Subsidiary’s most recent consolidated balance sheet, discharge of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities Obligations in respect of Disqualified Stock of the Company or Preferred Stock of a Subsidiary Guarantor) and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition; (2) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2ii) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are converted by the Company or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (iii) any Designated Non-cash Consideration received by the Company or any Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash equivalents within 120 days Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed $100 million at the time of receipt. Notwithstanding the foregoingreceipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness of the Company) pursuant to Section 4.06(a)(3)(C), the 75Company 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% limitation referred to of their principal amount (or, in Section 4.11(a)(2) shall be deemed satisfied with respect to any Asset Disposition in which the cash or cash equivalents portion event such other Senior Indebtedness of the consideration received therefromCompany was issued with significant original issue discount, determined 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the foregoing provision procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the Indebtedness tendered exceeds the Net Available Cash allotted to its purchase, the Company shall select the Indebtedness to be purchased on an after-tax basisa pro rata basis but in round denominations, is equal to which in the case of the Securities will be denominations of $1,000 principal amount or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitationmultiples thereof. The requirement Company shall not be required to make such an Offer to purchase Securities (and other Senior Indebtedness of the Company) pursuant to this Section 4.11(a)(3)(B) 4.06 if the Net Available Cash available therefor is less than $50 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be satisfied if an agreement (including a leasereduced by the aggregate amount of such Offer and, whether a capital lease or an operating lease) committing so long as all Securities validly tendered and not withdrawn pursuant to make the acquisitions or expenditures referred to therein is entered into such Offer are purchased by the Company or its Restricted Subsidiary within in compliance with Section 4.06, any excess of the time period specified in such clause amount of the Offer (the “Offer Amount”) over the amount applied to purchase Securities (and such Net Available Cash other Senior Indebtedness) pursuant to such Offer may be applied by the Company for any purpose not prohibited by this Indenture. (c) (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 its Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.06(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 that 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 applied 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 accordance the offering materials (or corresponding successor reports); provided that the Company will be deemed to have satisfied the requirements of this clause (A) if the Company has filed such reports with the SEC via the EDGAR filing system and such agreement within six months following reports are publicly available, (B) a description of material developments in the Company’s business subsequent to the date of the latest of such agreementReports and (C) ▇▇ ▇▇terial, 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).

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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), of the shares and assets subject to such Asset Disposition;of (2a) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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 any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a 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 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 or to make capital expenditures in the Oil and Gas Business 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 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 of the Company) pursuant to and subject to the conditions contained in this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this Section 4.11 4.06(a) exceeds $20.0 million5,000,000. Pending application of Net Available Cash pursuant to this Section 4.114.06(a), such Net Available Cash shall be invested in Temporary Cash Permitted Investments or applied used to temporarily reduce outstanding borrowings under revolving credit indebtednessfacilities. For the purposes of this Section 4.114.06(a)(i), the following are deemed to be cash or cash equivalents: : (1x) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition and (2y) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. (b) In the event of receipt. Notwithstanding an Asset Disposition that requires the foregoingpurchase of Securities pursuant to Section 4.06(a)(ii)(C), the 75% limitation referred to in Section 4.11(a)(2) Company shall be deemed satisfied with respect required to any Asset Disposition in which purchase Securities tendered pursuant to an offer by the cash or cash equivalents portion Company for the Securities (the "Offer") at a purchase price of the consideration received therefrom, determined 100% of their principal value (without premium) plus accrued but unpaid interest in accordance with the foregoing provision procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). The Company shall not be required to make an Offer to purchase Securities pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $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 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 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 (i) 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), (ii) a description of material developments in the Company's business subsequent to the date of the latest of such reports, and (iii) 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 after-tax basisOffer is delivered to the Trustee, the Company shall deliver to the Trustee an Officers' Certificate as to (i) the amount of the Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.06(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. 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 greater than what the after-tax proceeds would portions thereof which have been had properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment to each tendering Holder in 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, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section. (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 Asset Disposition complied Holder is withdrawing his election to have such Security purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by holders thereof 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 be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the aforementioned 75% limitationterms of this Section. The requirement of Section 4.11(a)(3)(B) A Security shall be deemed to be satisfied if have been accepted for purchase at the time the Trustee, directly or through an agreement agent, mails or delivers payment therefor to the surrendering Holder. (including a leased) The Company shall comply, whether a capital lease to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or an operating lease) committing regulations in connection with the repurchase of Securities pursuant to make this Section. To the acquisitions extent that the provisions of any securities laws or expenditures referred to therein is entered into by regulations conflict with provisions of this Section, the Company or shall comply with the applicable securities laws and regulations and shall not be deemed to have breached 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 agreementobligations under this Section by virtue thereof.

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 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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 is in the form of cash or cash equivalentsCash Equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); and (3ii) the Company (x) within 180 days (in the case of (A) below) or 360 days (in the case of (B) below) after receipt of such Net Available Cash, (A) to the extent the Company so elects (or is so required by the terms of any Senior Debt), applies an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiaryto repay, 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 Debt of the Company or any Subsidiary Guarantor ▇▇▇▇ or Indebtedness Debt (other than any Disqualified Stock) of a Wholly Owned Subsidiary that is not a Subsidiary Guarantor of ▇▇▇▇ (in each case other than Indebtedness Debt 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, invests or commits to the extent of invest the balance of such Net Available Cash after application in accordance with not applied pursuant to clause (A), to the extent the Company electsin Additional Assets; provided, to acquire Additional Assets or to make capital expenditures however, that in the Oil and Gas Business case of any commitment to invest such investment must be made within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cashmonth thereafter, and any amount not so invested shall be treated as Excess Proceeds (as defined below); and and (Cy) third, to the extent of applies 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 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 of the Company) pursuant to and subject to the conditions contained in this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness not applied pursuant to clause (A) or (C) abovex), 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3)the following paragraphs of this covenant. Notwithstanding the foregoing provisions of this Section 4.11paragraph, the Company and the Restricted its Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this Section 4.11 paragraph exceeds $20.0 10 million. The amount of Net Available Cash required to be applied and not applied as so required shall constitute "Excess Proceeds". Pending application of Net Available Cash pursuant to this Section 4.11covenant, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtednessrepay Debt Incurred under the Revolving Credit Facility without commitment reduction thereunder. For the purposes of this Section 4.11covenant, the following are deemed to be cash or cash equivalents: included in Cash Equivalents: (1x) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Debt of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Debt in connection with such Asset Disposition, (2y) an assignment agreement that includesTemporary Cash Investments, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securitiesz) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. (b) If, as of receipt. Notwithstanding the foregoingfirst day of any calendar month, the 75aggregate amount of Excess Proceeds not theretofore subject to an Excess Proceeds Offer (as defined below) totals at least $10 million, the Company must, not later than the fifteenth Business Day of such month, make an offer (an "Excess Proceeds Offer") to purchase from the Holders (and to purchase Debt from the holders of any other Senior Subordinated Debt) on a pro rata basis an aggregate principal amount of Notes equal to the Excess Proceeds (rounded down to the nearest multiple of $1,000) on such date, at a purchase price equal to 100% limitation referred to in Section 4.11(a)(2) shall be deemed satisfied with respect to any Asset Disposition in which the cash or cash equivalents portion of the consideration received therefromprincipal amount of such Notes, determined plus, in accordance each case, accrued interest (if any) to the date of purchase (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt) (the "Excess Proceeds Payment"). (c) The Company shall comply, to the extent applicable, with the foregoing provision on an after-tax basis, is equal to requirements of Section 14(e) of the Exchange Act and any other securities laws or greater than what the after-tax proceeds would have been had such Asset Disposition complied regulations in connection with the aforementioned 75% limitation. The requirement repurchase of Notes pursuant to this Section 4.11(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 agreement5.

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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), of the shares and assets subject to such Asset Disposition; ; (2) at least 7580% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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 any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a ▇▇ ▇▇▇▇▇▇▇ or any 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 fifteen months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) second, to the extent of the balance ------ of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business 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 of the Notes Securities (and to holders of other Senior Subordinated unsubordinated Indebtedness of the Company designated by the Companydesig- -45- (a) to purchase Notes (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 4.06(a) exceeds $20.0 10.0 million. Pending application of Net Available Cash pursuant to this Section 4.114.06(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 4.114.06(a), the following are deemed to be cash or cash equivalents: : (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition and (2) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. (b) In the event of receipt. Notwithstanding an Asset Disposition that requires the foregoingpurchase of Securities (and other unsubordinated Indebtedness of the Company) pursuant to Section 4.06(a)(3)(C), the 75% limitation referred Company shall purchase Securities tendered pursuant to in Section 4.11(a)(2) shall be deemed satisfied with respect to any Asset Disposition in which an offer by the cash or cash equivalents portion Company for the Securities (and such other unsubordinated Indebtedness of the consideration received therefromCompany) (the "Offer") at a purchase price of 100% of their ----- principal amount (or, determined in the event such other unsubordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other unsubordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such unsubordinated Indebtedness of the Company) in accordance with the 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 4.11(a)(3)(B) shall be deemed to be satisfied if an agreement procedures (including a lease, whether a capital lease or an operating leaseprorating in the event of over-subscription) committing set forth in Section 4.06(c). If the aggregate purchase price of Securities (and any other unsubordinated Indebtedness of the Company) tendered pursuant to make the acquisitions or expenditures referred to therein is entered into by Offer exceeds the Company or its Restricted Subsidiary within the time period specified in such clause and such Net Available Cash allotted to their purchase, the Company shall select the Securities and other unsubordinated Indebtedness to be purchased on a pro rata basis but in round denominations. The Company shall not be required to make an Offer to purchase Securities (and other unsubordinated Indebtedness of the Company) pursuant to this Section 4.06 if the Net Available Cash available therefor is subsequently applied in accordance less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with such agreement within six months following such agreementrespect to the Net Available Cash from any subsequent Asset Disposition).

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 consideration) (), as determined in good faith by the Board of Directors, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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 any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly Owned Subsidiary that is not a Subsidiary Guarantor (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 or to make capital expenditures in the Oil and Gas Business 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 Notes Securities (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Notes Securities (and such other Senior Subordinated Indebtedness of the CompanyIndebtedness) pursuant to and subject to the conditions contained of Section 4.06(b); and (D) fourth, to the extent of the balance of such Net Available Cash after application in this Indentureaccordance 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, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.114.06, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 4.06(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this Section 4.11 4.06(a) exceeds $20.0 million10,000,000. Pending application of Net Available Cash pursuant to this Section 4.114.06(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 4.114.06, the following are deemed to be cash or cash equivalents: : (1x) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition and (2y) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. (b) In the event of receipt. Notwithstanding an Asset Disposition that requires the foregoingpurchase of Securities (and other Senior Subordinated Indebtedness) pursuant to Section 4.06(a)(iii)(C), the 75% limitation referred to in Section 4.11(a)(2) Company shall be deemed satisfied with required to purchase Securities tendered pursuant to an offer by the Company for the Securities (and other Senior Subordinated Indebtedness) (the "Offer") at a purchase price of 100% of their principal amount (without premium) plus accrued but unpaid interest (or, in respect to any Asset Disposition in which of such other Senior Subordinated Indebtedness, such lesser price, if any, as may be provided for by the cash or cash equivalents portion terms of the consideration received therefrom, determined such Senior Subordinated Indebtedness) in accordance with the foregoing provision procedures (including prorationing in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of Securities (and any other Senior Subordinated Indebtedness) tendered pursuant to the 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)(ii)(D). The Company shall not be required to make an Offer to purchase Securities (and other Senior Subordinated Indebtedness) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $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 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 (i) 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), (ii) a description of material developments in the Company's business subsequent to the date of the latest of such Reports and (iii) 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 after-tax basisOffer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (i) the amount of the Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.06(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. 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 greater than what the after-tax proceeds would portions thereof which have been had properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment to each tendering Holder in 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. (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 Asset Disposition complied 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 such Securities are to be accepted by the Company pursuant to and in accordance with the aforementioned 75% limitationterms of this Section. The requirement of Section 4.11(a)(3)(B) A Security shall be deemed to be satisfied if have been accepted for purchase at the time the Trustee, directly or through an agreement agent, mails or delivers payment therefor to the surrendering Holder. (including a leased) The Company shall comply, whether a capital lease to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or an operating lease) committing regulations in connection with the repurchase of Securities pursuant to make this Section. To the acquisitions extent that the provisions of any securities laws or expenditures referred to therein is entered into by regulations conflict with provisions of this Section, the Company or shall comply with the applicable securities laws and regulations and shall not be deemed to have breached 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 agreementobligations under this Section by virtue thereof.

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, an Officer Directors of the Company or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision)as the case may be, 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 is in the form of cash, cash equivalents or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”)Marketable Securities; 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 any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a 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 eighteen 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 or to make capital expenditures in the Oil and Gas Business within one year eighteen months 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 Holders of the Notes (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) Securities to purchase Notes (and such other Senior Subordinated Indebtedness of the Company) Securities pursuant to and subject to the conditions contained in this the Indenture; provided, however, provided that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11paragraph, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this Section 4.11 paragraph exceeds $20.0 million5,000,000. Pending application of Net Available Cash pursuant to this Section 4.11covenant, 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 4.11covenant, the following are deemed to be cash or cash equivalents: : (1x) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition and (2y) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. (b) In the event of receipt. Notwithstanding an Asset Disposition that requires the foregoingpurchase of the Securities pursuant to clause (a)(2)(C) above, the 75Company will be required to purchase Securities tendered pursuant to an offer by the Company for the Securities at a purchase price of 101% limitation referred of their principal amount (without premium) plus accrued but unpaid interest, in accordance with the procedures (including prorating in the event of oversubscription) set forth in the Indenture. The Company shall not be required to in Section 4.11(a)(2) make such an offer to purchase Securities pursuant to this covenant if the Net Available Cash available therefor is less than $5,000,000 (which lesser amount shall be deemed satisfied carried forward for purposes of determining whether such an offer is required with respect to any subsequent Asset Disposition in which Disposition). (c) The Company shall comply, to the cash or cash equivalents portion extent applicable, with the requirements of Section 14(e) of the consideration received therefrom, determined Exchange Act and any other securities laws or regulations in accordance connection with the foregoing provision on an after-tax basisrepurchase of Securities pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, is equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied Company shall comply with the aforementioned 75% limitation. The requirement of Section 4.11(a)(3)(B) applicable securities laws and regulations and shall not be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into have breached its obligations under this clause 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 agreementvirtue thereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, sell, lease, transfer or otherwise dispose of the Escrowed Property other than in accordance with the Escrow Agreement and the Escrow Security Agreement. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition of property other than the Escrowed Property, 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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), of the shares and assets subject to such Asset Disposition; (2) , and at least 7585% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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) firstFirst, to the extent the Company elects either (or is required by the terms of any Indebtedness), to i) prepay, repay, redeem or purchase Senior (and permanently reduce the commitments under) Indebtedness of under the Company Bank Facility or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed otherwise secured by its assets subject to the Company or an Affiliate of the Company) such Asset Disposition within one year 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; Cash (the "Receipt Date") or (ii) to the extent the Company elects, to acquire Additional Assets within 180 days from the Receipt Date; (B) secondSecond, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to make an offer pursuant to paragraph (b) below to the extent Holders to purchase Notes pursuant to and subject to the Company elects, to acquire Additional Assets or to make capital expenditures conditions contained in the Oil this Indenture; and Gas Business within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) thirdThird, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and or (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 any other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in application or use not prohibited by this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11paragraph, the Company and the Restricted Subsidiaries will shall not be required to apply any the Net Available Cash in accordance with this Section 4.11 paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 paragraph exceeds $20.0 5 million (at which time, the entire unutilized Net Available Cash, and not just the amount in excess of $5 million, shall be applied pursuant to this paragraph). Pending application of Net Available Cash pursuant to this Section 4.11Section, 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 4.11Section, the following are deemed to be cash or cash equivalents: : (1x) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, express assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition and (2y) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 90 days of receipt. Notwithstanding closing the foregoingtransaction. (b) In the event of an Asset Disposition that requires the purchase of the Notes pursuant to clause (a)(ii)(B) above, the 75Company will be required to purchase Notes tendered pursuant to an offer (an "Asset Disposition Offer") by the Company for the Notes at a purchase price of 100% limitation referred to of their principal amount plus accrued but unpaid interest in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.11(a)(24.6(c). If the aggregate purchase price of Notes tendered pursuant to such offer is less than the Net Available Cash allotted to the purchase thereof, the Company will be required to apply the remaining Net Available Cash in accordance with clause (a)(ii)(C) above. The Company shall not be required to make such an offer to purchase Notes pursuant to this Section if the Net Available Cash available therefor is less than $5 million (which lesser amount shall be deemed satisfied carried forward for purposes of determining whether such an offer is required with respect to any subsequent Asset Disposition). (c) Promptly, and in any event within 30 days after the Issuers become obligated to make an Asset Disposition Offer, the Issuers shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, at the address appearing in the Note Register, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorationing as hereinafter described in the event the Asset Disposition Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice, which shall govern the cash or cash equivalents portion terms of the consideration received therefromAsset Disposition Offer, determined shall include such disclosures as are required by law and shall specify (i) that the Asset Disposition Offer is being made pursuant to this Section 4.6; (ii) the purchase price (including the amount of accrued interest, if any) for each Note and the purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Asset Disposition Purchase Date"); (iii) that any Note not tendered or accepted for payment will continue to accrue interest in accordance with the foregoing provision terms thereof; (iv) that, unless the Issuers default on making the payment, any Note accepted for payment pursuant to the Asset Disposition Offer shall cease to accrue interest on and after the Asset Disposition Purchase Date; (v) that Noteholders electing to have Notes purchased pursuant to an after-tax basisAsset Disposition Offer will be required to surrender their Notes to the Paying Agent at the address specified in the notice at least three business days prior to the Asset Disposition Purchase Date and must complete any form letter of transmittal proposed by the Issuers and acceptable to the Trustee and the Paying Agent; (vi) that Noteholders will be entitled to withdraw their election if the Paying Agent receives, not later than one business day prior to the Asset Disposition Purchase Date, a tested telex, facsimile transmission or letter setting forth the name of the Noteholder, the principal amount of Notes the Noteholder delivered for purchase, the Note certificate number (if any) and a statement that such Noteholder is withdrawing its election to have such Notes purchased; (vii) that if Notes in a principal amount in excess of the aggregate principal amount which the Issuers has offered to purchase are tendered pursuant to the Asset Disposition Offer, the Issuers shall purchase Notes on a pro rata basis among the Notes tendered (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $1,000 or integral multiples of $1,000 shall be acquired); (viii) that Noteholders whose Notes are purchased only in part will be issued new Notes equal in principal amount to or greater the unpurchased portion of the Notes surrendered; and (ix) the instructions that Note holders must follow in order to tender their Notes. (d) Not later than what the after-tax proceeds would have been had date upon which written notice of an Asset Disposition Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers' Certificate as to (i) the amount of the Asset Disposition Offer (the "Asset Disposition Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Asset Disposition complied Offer is being made and (iii) the compliance of such allocation with the aforementioned 75% limitation. The requirement provisions of Section 4.11(a)(3)(B) 4.6(a). Upon the expiration of the period for which the Asset Disposition Offer remains open (the "Asset Disposition Offer Period"), the Issuers shall be deemed deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are 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 accepted by the Company Issuers. Not later than 11:00 a.m. (New York City time) on the Asset Disposition Purchase Date, the Issuers shall irrevocably deposit with the Trustee or its Restricted Subsidiary within with a paying agent (or, if the time period specified Issuers are acting as Paying Agent, segregate and hold in such clause trust) an amount in cash sufficient to pay the Asset Disposition Offer Amount for all Notes properly tendered to and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement.accepted by the

Limitation on Sales of Assets and Subsidiary Stock. (a) The Each of Superior Energy and the Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1) Superior Energy, 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 DirectorsDirectors of Superior Energy, an Officer officer of Superior Energy or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), of the shares and assets subject to such Asset Disposition; (2) in the case of an Asset Disposition for consideration exceeding $20.0 million, the fair market value is determined, in good faith, by the Board of Directors of Superior Energy, and evidenced by a resolution of the Board of Directors of Superior Energy set forth in an Officer’s Certificate delivered to the Trustee; (3) at least 75% of the consideration thereof received by Superior Energy, the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Temporary Cash Consideration”)Investments; and (34) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by Superior Energy, 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 repay Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (and other than any Disqualified Stock) of Obligations under a 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 from the later of the date of such Asset Disposition or the receipt of such Net Available CashCredit Facility; (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 from the later of the date of such Asset Disposition or the receipt of such Net Available Casha Related Business; 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 Holders of the Notes (and to holders of other Senior Subordinated Indebtedness of the Company designated by that is pari passu with the CompanyNotes) to purchase Notes (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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 (commitment, if any) , to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.114.10, Superior Energy, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this Section 4.11 4.10 exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.114.10, 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 4.114.10, the following are deemed to be cash or cash equivalents: Temporary Cash Investments: (1i) any liabilitiesthe assumption of Indebtedness of Superior Energy, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities any of their Subordinated Obligations) and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases Superior Energy, the Company or such Restricted Subsidiary Subsidiary, as the case may be, from further all liability or on such Indebtedness in connection with such Asset Disposition and (2) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2ii) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or on the maturity date thereof but in no event later than 180 days after the receipt thereof (to the extent of cash equivalents within 120 days of receipt. Notwithstanding the foregoing, the 75% limitation referred to in Section 4.11(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% limitationreceived). The requirement of Section 4.11(a)(3)(Bclause (a)(4) above shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into by Superior Energy, the Company or its a 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. In the event of an Asset Disposition that requires the purchase of the Notes (and other pari passu Indebtedness of the Company) pursuant to clause (a)(4)(C) above, the Company will purchase Notes tendered pursuant to an offer by the Company for the Notes (and such other pari passu Indebtedness of the Company) at a purchase price of 100% of their principal amount (or, in the event such other pari passu Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest and Additional Interest (or, in respect of such other pari passu Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Indebtedness of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth in this Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in denominations of $1,000 principal amount or multiples thereof. Each of Superior Energy and the Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to Section 3.09 hereof and this Section 4.10. To the extent that the provisions of any securities laws or regulations conflict with provisions of Section 3.09 hereof and this Section 4.10, each of Superior Energy and the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof and this Section 4.10 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 Brand Services or any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: unless (1) the Company Brand Services 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, an Officer or an officer Directors of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision)Brand Services, of the shares and assets subject to such Asset Disposition; ; (2) at least 75% of the consideration thereof received by the Company Brand Services or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); and and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company Brand Services (or such Restricted Subsidiary, as the case may be): ) (A) first, to the extent the Company Brand Services 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 Brand Services or Indebtedness (other than any Preferred Stock or Disqualified Stock) of a Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company Brand Services or an Affiliate of the CompanyBrand Services) 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 Brand Services elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business 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 Notes 2012 Securities (and to holders of other Senior Subordinated Indebtedness of the Company Brand Services designated by the CompanyBrand Services) to purchase Notes 2012 Securities (and such other Senior Subordinated Indebtedness of the CompanyBrand Services) pursuant to and subject to the conditions contained in this Indentureof Section 4.06(b); provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value purchase of Indebtedness pursuant to clause (A) or (C) above, the Company Brand Services 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.114.06, the Company Brand Services and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 4.06(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 4.06(a) exceeds $20.0 5.0 million. Pending application of Net Available Cash pursuant to this Section 4.114.06(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 4.114.06(a), the following are deemed to be cash or cash equivalents: : (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of the Company Indebtedness of Brand Services (other than obligations in respect of Disqualified Stock of Brand Services) or any Restricted Subsidiary (other than contingent liabilities obligations in respect of Disqualified Stock and liabilities that are by their terms subordinated to Preferred Stock of a Subsidiary Guarantor) and the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company Brand Services or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition and (2) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company Brand Services or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company Brand Services or such Restricted Subsidiary into cash, to the extent of the cash or cash equivalents within 120 days received in that conversion. (b) In the event of receipt. Notwithstanding the foregoing, the 75% limitation referred to in Section 4.11(a)(2) shall be deemed satisfied with respect to any an Asset Disposition that requires the purchase of 2012 Securities (and other Senior Subordinated Indebtedness of Brand Services) pursuant to Section 4.06(a)(3)(C), Brand Services shall purchase 2012 Securities tendered pursuant to an offer by Brand Services for the 2012 Securities (and such other Senior Subordinated Indebtedness of Brand Services) (the "Offer") at a purchase price of 100% of their principal amount (or, in which the cash or cash equivalents portion event such other Senior Subordinated Indebtedness of Brand Services was issued with significant original issue discount, 100% of the consideration received therefromaccreted value thereof) without premium, determined plus accrued but unpaid interest (or, in respect of such other Senior Subordinated Indebtedness of Brand Services, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Indebtedness) in accordance with the foregoing provision procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of Securities (and any other Senior Subordinated Indebtedness) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, Brand Services shall select the Securities and other Senior Subordinated Indebtedness to be purchased on an after-tax basisa pro rata basis but in round denominations, is equal to which in the case of the 2012 Securities will be denominations of $1,000 principal amount or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitationmultiples thereof. The requirement Company shall not be required to cause Brand Services to make an offer to purchase 2012 Securities (and other Senior Subordinated Indebtedness of Brand Services) pursuant to this Section 4.11(a)(3)(B) 4.06 if the Net Available Cash available therefor is less than $5.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an offer to purchase, Net Available Cash shall be deemed to be 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 reduced by the aggregate amount of such offer. (c) The Company shall cause Brand Services to 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 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Company shall cause Brand Services to comply with the applicable securities laws and regulations and shall not be deemed to have breached its Restricted Subsidiary within the time period specified in such clause and such Net Available Cash is subsequently applied in accordance obligations under this Section 4.06 by virtue of Brand Services' compliance with such agreement within six months following such agreementsecurities 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 Fair Market Value (including as to the value of all non-cash consideration) (as determined in good faith by the Board of Directors, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents; provided, Additional Assets however, that this clause (2) shall not apply to the sale or any combination thereof (collectively, other disposition of the “Cash Consideration”)Company's diagnostic division; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition, other than any Asset Disposition that constitutes (i) a Syndication or a resyndication transaction in the ordinary course of business or (ii) a Specified Sale/Leaseback Transaction, 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 any a Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly Owned 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; (B) second, to the extent of the Company elects (including with respect to the balance of such Net Available Cash after application (if any) 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 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 (if any) in accordance with clauses (A) and (B), to make an offer to the holders Holders of the Notes Securities (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Notes Securities (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value purchase of Indebtedness pursuant made to satisfy 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.114.06, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 4.06 exceeds $20.0 million20,000,000. Pending application of Net Available Cash pursuant to this Section 4.114.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.114.06, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of any liabilities, liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent consolidated balance sheet, sheet or in the footnotes thereto) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary GuarantySecurities) that are assumed by the transferee of any such assets pursuant to (1) a customary novation agreement that releases and for which the Company or such Restricted Subsidiary from further liability or (2) an assignment agreement that includes, in lieu of such a release, the agreement and all 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 Subsidiaries have been released by all creditors in respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into)writing; (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are converted by the Company or such Restricted Subsidiary within 180 days into cash, to the extent of cash or cash equivalents within 120 days received in that conversion; (3) all Temporary Cash Investments; and (4) 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 receipt. Notwithstanding the foregoingreceipt 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) $30,000,000. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness of the Company) pursuant to Section 4.06(a)(3)(C), the 75Company 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% limitation referred to of their principal amount (or, in Section 4.11(a)(2) shall be deemed satisfied with respect to any Asset Disposition in which the cash or cash equivalents portion event such other Senior Indebtedness of the consideration received therefromCompany was issued with significant original issue discount, determined 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the foregoing provision procedures (including prorating in the event of oversubscription) set forth in this Indenture. If the aggregate purchase price of the securities tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the securities to be purchased on an after-tax basisa pro rata basis but in round denominations, is equal to which in the case of the Securities will be denominations of $1,000 principal amount or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitationmultiples thereof. The requirement Company shall not be required to make such an Offer to purchase Securities (and other Senior Indebtedness of the Company) pursuant to this Section 4.11(a)(3)(B) 4.06 if the Net Available Cash available therefor is less than $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). Upon completion of such an Offer, Net Available Cash shall be deemed to be satisfied if an agreement reduced by the aggregate amount of such Offer. (including a leasei) Promptly, whether a capital lease or an operating lease) committing and in any event within 10 days after the Company becomes obligated to make an Offer, the acquisitions or expenditures referred Company shall deliver to therein is entered into 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 its Restricted Subsidiary within in part (subject to prorating as described in Section 4.06(b) in the time period specified 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 clause and such notice (the "Purchase Date"). (ii) 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 for repurchase, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is subsequently applied being made and (C) the compliance of such allocation with the provisions of Section 4.06(a). By 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 or a Wholly Owned Subsidiary is acting as Paying Agent, segregate and hold in trust) an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancelation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee (or the Paying Agent, if not the Trustee) shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company 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 4.06. (iii) 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. A Holder shall be entitled to withdraw its 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 such agreement within six months following Holder, the principal amount of the Security that was delivered for purchase by such agreementHolder and a statement that such Holder is withdrawing its 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. (iv) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 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 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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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 Applicable Indebtedness), to prepay, repay, redeem or purchase Senior Applicable Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a 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 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 (PROVIDED that if the assets that were the subject of such Asset Disposition constituted Collateral, then such Additional Assets shall be pledged at the time of their acquisition to the Trustee (or to make capital expenditures the Collateral Agent on its behalf) as Collateral for the benefit of the Holders, subject to Specified Permitted Liens and the Intercreditor Agreement) in the Oil and Gas Business each case within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; 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 the holders Holders of the Notes Securities (and to holders of other Applicable Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Notes Securities (and such other Applicable Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in this IndentureSection 4.06(c); providedPROVIDED, howeverHOWEVER, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.114.06, unless the Asset Disposition involves the disposition of Collateral, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 4.06(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 4.06(a) exceeds $20.0 5.0 million. Pending application of Net Available Cash pursuant to this Section 4.114.06(a), such Net Available Cash shall be invested in Temporary Cash Investments (which, if the assets that were the subject of such Asset Disposition constituted Collateral, then such Temporary Cash Investments shall be pledged to the Trustee (or to the Collateral Agent on its behalf) as Collateral for the benefit of the Holders, subject to Specified Permitted Liens and the Intercreditor Agreement, pending such application) or applied to temporarily reduce revolving credit indebtednessindebtedness that is Applicable Indebtedness. For the purposes Notwithstanding clause (a)(3) of this Section 4.11, the following are deemed to be cash or cash equivalents: (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability or (2) an assignment agreement that includes4.06, in lieu the event of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days of receipt. Notwithstanding the foregoing, the 75% limitation referred to in Section 4.11(a)(2) shall be deemed satisfied with respect to any Asset Disposition in which of Specified Assets, the cash Company may apply the Net Available Cash of such disposition of Specified Assets to the repurchase or cash equivalents portion retirement of Existing Notes pursuant to clause (b)(7) of Section 4.04; PROVIDED, HOWEVER, that (i) the consideration received therefromConsolidated Coverage Ratio, determined in accordance with the foregoing provision on an after-tax basis, is equal a PRO FORMA basis after giving effect to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with and the aforementioned 75% limitationuse of proceeds therefrom pursuant to this paragraph, is greater than the Consolidated Coverage Ratio in effect immediately prior to such Asset Disposition and (ii) the aggregate amount of all Net Available Cash applied pursuant to this sentence shall not exceed $35.0 million. The requirement To the extent that any Net Available Cash of Section 4.11(a)(3)(B) shall be deemed Asset Dispositions of Specified Assets are not applied or are not permitted to be satisfied if an agreement (including a leaseapplied as set forth in the foregoing sentence, 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 shall be applied as set forth in accordance with such agreement within six months following such agreementclause (a)(3) of this Section 4.06.

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 (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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which whose determination shall will be conclusive evidence and evidenced by a resolution of compliance with this provision), the Board of Directors (including as to the value of all noncash consideration) of the shares and assets subject disposed of by the Company or such Restricted Subsidiary pursuant 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 or cash equivalents, Additional Assets or any combination thereof Designated Consideration and (collectively, the “Cash Consideration”); 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 elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a 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 from 180 days after 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 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 to make capital expenditures in another Restricted Subsidiary) by the Oil and Gas Business within one year later of (x) December 31, 1999, or (y) 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; 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 the holders of the Notes Offer (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Companyas defined below) to purchase Notes (and such other Senior Subordinated Indebtedness of the Company) Securities pursuant to and subject to the conditions contained of Section 4.06(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 fund (to the extent consistent with any other applicable provision of this Indenture) any corporate purpose; providedPROVIDED, however, HOWEVER that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.114.06, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which that is not applied in accordance with this Section 4.11 4.06 exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.11, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness2,000,000. For the purposes of this Section 4.114.06, the following are deemed to be cash or cash equivalents: cash: (1x) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company (other than Disqualified Stock of the Company) or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition (2) an assignment agreement that includes, in lieu of such a release, the agreement of the transferee or its parent company to indemnify and hold harmless which case the Company or such Restricted Subsidiary from and against any lossshall, liability or cost in respect of without further action, be deemed to have applied such assumed liability Indebtedness in accordance with clause (provided, however, that such indemnifying party A) above) and (y) securities or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration instruments received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days of receiptcash. Notwithstanding the foregoing, the 75% limitation referred Company and its Restricted Subsidiaries will be permitted to consummate any Asset Swap if (i) at the time of entering into such Asset Swap or immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred or be continuing or would occur as a consequence thereof, (ii) in Section 4.11(a)(2the event such Asset Swap involves an aggregate amount in excess of $2,000,000, the terms of such Asset Swap have been approved by a majority of the members of the Board of Directors and (iii) in the event such Asset Swap involves an aggregate amount in excess of $10,000,000, the Company has received a written opinion from an independent investment banking firm of nationally recognized standing that such Asset Swap is fair to the Company or such Restricted Subsidiary, as the case may be, from a financial point of view. The proceeeds of any sale of Capital Stock of a Restricted Subsidiary shall be deemed satisfied with respect to any treated as Net Available Cash from an Asset Disposition in which the cash or cash equivalents portion of the consideration received therefrom, determined and must be applied in accordance with the foregoing provision terms of this covenant. (b) In the event of an Asset Disposition that requires an Offer pursuant to Section 4.06(a)(iii)(C), the Company shall be required to purchase Securities tendered pursuant to an offer by the Company for the Securities (the "Offer") at a purchase price of 100% of their principal amount plus accrued and unpaid interest to the Purchase Date in accordance with the procedures (including prorationing in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of Securities tendered pursuant to the Offer is less than the Net Available Cash allotted to the purchase of the Securities, the Company shall apply the remaining Net Available Cash in accordance with Section 4.06(a)(iii)(D). The Company shall not be required to make an Offer for Securities pursuant to this Section if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (A) and (B) of Section 4.06(a)(iii)) is less than $10,000,000 (which lesser amount shall be carried forward for purposes of determining whether an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (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 such Holder's Securities purchased by the Company either in whole or in part (subject to prorationing as hereinafter described 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 shall include (i) 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), (ii) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (iii) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the address referred to in clause (3). (2) Not later than the date upon which written notice of an after-tax basisOffer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee an Officers' Certificate as to (i) the amount of the Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.06(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) an amount equal to the Offer Amount to be invested in Temporary Cash Investments and to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancelation the Securities or greater than what the after-tax proceeds would portions thereof that have been had properly tendered to and are to be accepted by the Company. The Trustee (or the Paying Agent, if not the Trustee) shall, on the Purchase Date, mail or deliver 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, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appro priate 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 telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered by the Holder for purchase and a statement that such Asset Disposition complied Holder is withdrawing his election to have such Security purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the 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 will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the aforementioned 75% limitationterms of this Sec tion. The requirement of Section 4.11(a)(3)(B) A Security shall be deemed to be satisfied if have been accepted for purchase at the time the Trustee, directly or through an agreement agent, mails or delivers payment therefor to the surrender ing Holder. (including a leased) The Company shall comply, whether a capital lease to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or an operating lease) committing regulations in connection with the repurchase of Securities pursuant to make this Section 4.06. To the acquisitions extent that the provisions of any securities laws or expenditures referred to therein is entered into by regulations conflict with provisions of this Section, the Company or shall comply with the applicable securities laws and regulations and shall not be deemed to have breached 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 agreementobligations under this Section by virtue thereof.

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 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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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 any Subsidiary Guarantor or (y) Indebtedness (other than any Disqualified Stock) of a 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 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 to make capital expenditures in the Oil and Gas Business 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 Notes (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Companyy) to prepay, repay or purchase Notes (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.11, 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 4.11, the following are deemed to be cash or cash equivalents: (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability Senior Indebtedness or (2) an assignment agreement that includes, in lieu of such 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 Indebtedness (other than any loss, liability or cost in respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days of receipt. Notwithstanding the foregoing, the 75% limitation referred to in Section 4.11(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 4.11(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.Disqualified

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 of any Collateral 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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalentsCash Equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is paid directly by the purchaser thereof, subject to the terms of the Intercreditor Agreement and the Security Documents, to the Collateral Agent or the Trustee to be held in trust and applied by the Company (or such Restricted Subsidiary, as the case may be) at the Company's election either: (A) to acquire Additional Assets, which Additional Assets are concurrently with their acquisition added to the Collateral securing the Securities; provided, that if such Asset Disposition consists of assets or property of a Domestic Subsidiary that such Additional Assets shall also be assets or property of a Domestic Subsidiary; (B) to repay any combination obligations under the Credit Facility and, in the case of any term loan facility, effect a permanent reduction in the availability under such term loan facility; (C) if such Asset Disposition occurs prior to October 15, 2007, and if the Net Available Cash from such Asset Disposition is $25.0 million or more, to redeem the Securities pursuant to Section 3.01(c) of this Indenture; or (D) if such Asset Disposition occurs after October 15, 2007, to redeem the Securities pursuant to Section 3.01(a) of this Indenture; in each case within three months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash. (b) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition (other than an Asset Disposition of Collateral) 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 (collectively, received by the “Company or such Restricted Subsidiary is in the form of cash or Cash Consideration”)Equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be):) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Credit Facility Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly Owned 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; (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 from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and; (C) thirdto repay any obligations under the Credit Facility and, in the case of any term loan credit facility, effect a permanent reduction in the availability under such term loan facility; or (D) to the extent of the balance of such Net Available Cash after application in accordance with (or upon election not to utilize) clauses (A) and or (B) of this section 4.06(b)(3), to make an offer elect 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 of the Company) redeem Securities pursuant to and subject to the conditions contained in Section 3.01 of this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value purchase of Indebtedness under a term loan facility pursuant to clause (A) or (C) aboveof this Section 4.06(b), the Company or such Restricted Subsidiary shall permanently retire such term loan facility 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). . (c) Notwithstanding the foregoing provisions of paragraphs (a) and (b) of this Section 4.114.06, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 those paragraphs except to the extent that the aggregate Net Available Cash from all Asset Dispositions subject to those paragraphs which is not applied in accordance with this Section 4.11 those paragraphs exceeds $20.0 5.0 million. Pending application of Net Available Cash pursuant to this Section 4.114.06, such Net Available Cash shall be invested in Temporary Cash Investments Equivalents or applied to temporarily reduce revolving credit indebtedness. . (d) For the purposes of this Section 4.114.06, the following are also deemed to be cash or cash equivalentsCash Equivalents: (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company (other than obligations in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than contingent liabilities obligations in respect of Disqualified Stock or Preferred Stock of a Subsidiary Guarantor) and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or (2) an assignment agreement that includes, on such Indebtedness in lieu of connection with such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into);Asset Disposition; and (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash, to the extent of cash or cash equivalents within 120 days of receipt. Notwithstanding the foregoing, the 75% limitation referred to received in Section 4.11(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 4.11(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 agreementthat conversion.

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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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 IndebtednessSenior Indebtedness of the Company or a Subsidiary Guarantor), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a 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 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 or to make capital expenditures in the Oil and Gas Business each case 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 Notes Holders (and to holders of other Senior Subordinated Indebtedness of the Company or of a Subsidiary Guarantor designated by the Company) to purchase Notes Securities (and such other Senior Subordinated Indebtedness of the CompanyIndebtedness) pursuant to and subject to the conditions contained in this IndentureSection 4.06(c); provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.114.06, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 4.06(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 4.06(a) exceeds $20.0 15.0 million. Pending application of Net Available Cash pursuant to this Section 4.114.06(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. . (b) For the purposes of this Section 4.114.06, the following are deemed to be cash or cash equivalents: (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company or of a Subsidiary Guarantor (other than Subordinated Obligations and other obligations in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than contingent liabilities obligations in respect of Disqualified Stock or Preferred Stock of a Subsidiary Guarantor) and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or (2) an assignment agreement that includes, on such Indebtedness in lieu of connection with such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into);Asset Disposition; and (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion. (c) In the event of an Asset Disposition that requires an offer to purchase Securities (and other Senior Subordinated Indebtedness of the Company or cash equivalents within 120 days of receipt. Notwithstanding the foregoinga Subsidiary Guarantor) pursuant to Section (a)(3)(C) above, the 75Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other Senior Subordinated Indebtedness) (the “Offer”) at a purchase price of 100% limitation referred to (or at a greater price, in Section 4.11(a)(2) shall be deemed satisfied with respect to any Asset Disposition in which the cash or cash equivalents portion case of the consideration received therefromSecurities, determined in the discretion of the Company) of their principal amount (or, in the event such other Senior Subordinated Indebtedness was issued with 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 Subordinated Indebtedness) in accordance with the foregoing provision procedures (including prorating in the event of oversubscription) set forth in Section 4.06(d); provided that the procedures for making an offer to holders of other Senior Subordinated Indebtedness will be as provided for by the terms of such other Senior Subordinated Indebtedness. If the aggregate purchase price of the Indebtedness tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company will select the Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $2,000 principal amount or $1,000 multiples thereof. The Company shall not be required to make such an after-tax basis, is equal Offer if the Net Available Cash available therefor (after application of such proceeds as provided in clauses (a)(3)(A) and (a)(3)(B) of this Section 4.06 and after giving effect to any purchases of Securities by the Company made in the open market or greater than what otherwise occurring after the after-tax proceeds would have been had date of such Asset Disposition complied Disposition) is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the aforementioned 75% limitationNet Available Cash from any subsequent Asset Disposition). The requirement Upon completion of Section 4.11(a)(3)(B) shall such an Offer, Net Available Cash will 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 reduced by the aggregate amount of such Offer. If any Net Available Cash remains after the completion of any such Offer, the Company or its Restricted Subsidiary within the time period specified in such clause and may use such Net Available Cash for any purpose not otherwise prohibited by the Indenture. (d) (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 4.06(c) in the event the Offer is oversubscribed) in denominations of $2,000 principal amount or $1,000 multiples thereof, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) 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 applied 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 accordance the offering materials (or corresponding successor reports), (B) a description of material developments in the Company’s business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with such agreement within six months following such agreementthe information contained in clause (3).

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: : (1) 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 consideration) (contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors, an Officer or an officer Directors (including the value of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provisionall 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 or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”)Equivalents; and and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be): be (Aa) 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 any secured Indebtedness of a Restricted Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) Stock or Guarantor Subordinated Obligations of a Wholly Owned Restricted Subsidiary that is not a Subsidiary Guarantor (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; Company (B) second, other than to the extent of the balance of such Net Available Cash after application in accordance Indebtedness is permitted under Sections 3.3(b)(1) , 3.3(b)(2)(solely with clause (Arespect to Guarantees under this Agreement), 3.3(b)(4)(a), 3.3(b)(4)(c)(solely with respect to the extent the Company electsSecurities), to acquire Additional Assets or to make capital expenditures in the Oil Section 3.3(b)(6), Section 3.3(b)(10) and Gas Business 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; 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 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 of the Company) pursuant to and subject to the conditions contained in this Indenture; provided, however, that that, in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any ; or (b) to invest in Additional Assets within 360 days from the later of the date of such Asset Disposition by an Oil and Gas Royalty Trust in which or the Company or any Restricted Subsidiary owns Capital Stock, the Company or receipt of such Restricted Subsidiary will apply the Net Available Cash therefrom as Cash; provided in Section 4.11(a)(3). Notwithstanding that pending the foregoing provisions final application of this Section 4.11, the Company and the Restricted Subsidiaries will not be required to apply 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 4.11 3.7(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 is not applied in accordance with this Section 4.11 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 4.113.7 (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 4.113.7, the following are will be deemed to be cash or cash equivalentscash: (1) any liabilities, as shown on the Company’s assumption by the transferee of Indebtedness (other than Subordinated Obligations or such Restricted Subsidiary’s most recent consolidated balance sheet, Disqualified Stock) of the Company or any Indebtedness of a Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes Guarantor Subordinated Indebtedness, Guarantor Subordinated Obligations or any Subsidiary Guaranty) that are assumed by the transferee Disqualified Stock of any such assets pursuant to (1Wholly-Owned Subsidiary that is a Subsidiary Guarantor) a customary novation agreement that releases and the release of the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition (2) an assignment agreement that includes, in lieu of such a release, the agreement of the transferee or its parent company to indemnify and hold harmless which case the Company or such Restricted Subsidiary from and against any losswill, liability or cost in respect of such assumed liability (providedwithout further action, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing be deemed to have an Investment Grade Rating) at the time the indemnity is entered intoapplied such deemed cash to Indebtedness in accordance with Section 3.7(a)(3)(a);); and (2) any non-Cash Consideration securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash cash. (d) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or cash equivalents within 120 days regulations in connection with the repurchase of receiptSecurities pursuant to this Indenture. Notwithstanding To the foregoingextent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.7, the 75% limitation referred to in Section 4.11(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 Company will comply 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 4.11(a)(3)(B) shall applicable securities laws and regulations and will not be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into have breached its obligations under this Indenture by the Company or its Restricted Subsidiary within the time period specified in such clause and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreementvirtue thereof.

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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), of the shares and or 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 or cash, cash equivalents, Additional Assets oil and natural gas properties or capital assets to be used by the Company or any combination thereof (collectively, Restricted Subsidiary in the “Cash Consideration”)Oil and Gas Business; 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 so elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem purchase, repurchase, redeem, defease or purchase Senior otherwise acquire or retire for value any Indebtedness of the Company or any Subsidiary Guarantor (other than Subordinated Obligations or Disqualified Capital Stock) or any Indebtedness (other than any Disqualified Stock) of a Wholly Owned 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;; or (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company so elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; andor (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 Holders of the 67/8% Notes (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase 67/8% Notes (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in of this IndentureSection 1014; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness pursuant to clause (A) or (C) aboveof this Section 1014(a)(3), 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.111014, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 1014 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 1014(a) exceeds $20.0 100 million. Pending application of Net Available Cash pursuant to this Section 4.111014(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of clause (a)(2) of this Section 4.111014, the following are deemed to be cash or cash equivalents: : (1) any liabilitiesthe release of, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee of any such assets pursuant to (1) a customary novation agreement that releases or other agreement, or the discharge of, the Company or such Restricted Subsidiary from further all liability or on Indebtedness in connection with such Asset Disposition; and (2) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days of their receipt. Notwithstanding the foregoing, the 75% limitation referred to in paragraph (a)(2) of this Section 4.11(a)(2) 1014 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 4.11(a)(3)(B1014(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. (b) In the event of an Asset Disposition that requires the purchase of 67/8% Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to Section 1014(a)(3)(C), the Company shall make such offer to purchase 67/8% Notes (the “Offer”) on or before the 366th day after the later of the date of such Asset Disposition or the receipt of such Net Available Cash, and will purchase 67/8% Notes tendered pursuant to the Offer by the Company for the 67/8% Notes (and such other Senior Subordinated Indebtedness of the Company) at a purchase price of 100% of their principal amount (or, in the event such other Senior Subordinated 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 Subordinated 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 prorating in the event of oversubscription) set forth in this Indenture. If the aggregate purchase price of 67/8% Notes and any other Senior Subordinated Indebtedness tendered exceeds the Net Available Cash allotted to their purchase, the Company shall select the 67/8% Notes and other Senior Subordinated Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the 67/8% Notes shall be denominations of $2,000 principal amount or integral multiples of $1,000 in excess of $2,000. The Company shall not be required to make such an Offer to purchase 67/8% Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to this Section 1014 if the Net Available Cash available therefor is less than $100 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 its 67/8% Notes purchased by the Company either in whole or in part (subject to prorating as described in Section 1014(b) in the event the Offer is oversubscribed) in principal amounts of $2,000 and integral multiples of $1,000 in excess of $2,000, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision and all instructions and materials necessary to tender 67/8% Notes 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 above, 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 Subordinated 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 1014(a) and (b). On or before 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 its own Paying Agent, segregate and hold in trust) immediately available funds in 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 Subordinated 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 67/8% 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 67/8% Notes delivered by the Company to the Trustee is less than the Offer Amount applicable to the 67/8% Notes, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period. Upon completion of an Offer, Net Available Cash shall be deemed to be reduced by the Offer Amount. (3) Holders electing to have an 67/8% Notes purchased shall be required to surrender the 67/8% Note, with the form “Option of Holder to Elect Purchase” on the reverse 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 facsimile transmission or letter setting forth the name of the Holder, the principal amount of the 67/8% Notes which was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such 67/8% Notes purchased. Holders whose Securities are purchased only in part shall be issued new 67/8% Notes equal in principal amount to the unpurchased portion of the 67/8% Notes surrendered. (4) At the time the Company delivers 67/8% Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers’ Certificate stating that such 67/8% Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A 67/8% 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 67/8% 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 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) 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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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 any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a 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 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 or to make capital expenditures in the Oil and Gas Business 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 Notes Securities (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Notes Securities (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indentureof Section 4.06(b); providedPROVIDED, howeverHOWEVER, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.114.06, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 4.06(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which that is not applied in accordance with this Section 4.11 4.06(a) exceeds $20.0 5.0 million. Pending application of Net Available Cash pursuant to this Section 4.114.06(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 4.114.06(a), the following are deemed to be cash or cash equivalents: : (1i) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company (other than Obligations in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than contingent liabilities Obligations in respect of Disqualified Stock or Preferred Stock of a Subsidiary Guarantor) and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition and (2ii) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash, to the extent of cash or cash equivalents within 120 days received in that conversion. (b) In the event of receipt. Notwithstanding an Asset Disposition that requires the foregoingpurchase of Securities (and other Senior Indebtedness of the Company) pursuant to Section 4.06(a)(3)(C), the 75% limitation referred Company shall purchase Securities tendered pursuant to in Section 4.11(a)(2) shall be deemed satisfied with respect to any Asset Disposition in which an offer by the cash or cash equivalents portion Company for the Securities (and such other Senior Indebtedness of the consideration received therefromCompany) (the "Offer") at a purchase price of 100% of their principal amount (or, determined if other than the Securities, 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 Indebtedness 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 foregoing provision procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness) tendered exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities (and other Senior Indebtedness) to be purchased on an after-tax basisa PRO RATA basis but in round denominations, is equal to which in the case of the Securities will be denominations of $1,000 principal amount or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitationmultiples thereof. The requirement Company shall not be required to make such an Offer to purchase Securities (and other Senior Indebtedness of the Company) pursuant to this Section 4.11(a)(3)(B) 4.06 if the Net Available Cash available therefor is less than $5.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer to purchase, Net Available Cash shall be deemed to be satisfied if an agreement (including a leasereduced by the aggregate amount of such Offer and, whether a capital lease or an operating lease) committing so long as all Securities validly tendered and not withdrawn pursuant to make the acquisitions or expenditures referred to therein is entered into such Offer are purchased by the Company in compliance with this Section 4.06, any excess of the Offer amount over the amount applied to purchase Securities (and other Senior Indebtedness of the Company) pursuant to such Offer may be applied by the Company for any purpose not prohibited by this Indenture. (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 its Restricted Subsidiary within in part (subject to prorating as described in Section 4.06(b) in the time period specified event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate PRO FORMA financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause and such (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided above, 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 subsequently applied being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other 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 4.06. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives, not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such agreement within six months following Holder is withdrawing his election to have such agreementSecurity purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the 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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents, Additional Assets oil and natural gas properties or capital assets to be used by the Company or any combination thereof (collectively, Restricted Subsidiary in the “Cash Consideration”)Oil and Gas Business; 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 any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a 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 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 or to make capital expenditures in the Oil and Gas Business within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; 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 the holders of the Notes Securities (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Notes Securities (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(34.06(a)(3). Notwithstanding the foregoing provisions of this Section 4.114.06, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 4.06 exceeds $20.0 20 million. Pending application of Net Available Cash pursuant to this Section 4.114.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.114.06, the following are deemed to be cash or cash equivalents: (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or (2) an assignment agreement that includes, on such Indebtedness in lieu of connection with such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into);Asset Disposition; and (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days of receipt. Notwithstanding the foregoing, the 75% limitation referred to in Section 4.11(a)(24.06(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 4.11(a)(3)(B4.06(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. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Subordinated Indebtedness of the Company) pursuant to Section 4.06(a)(3)(C), the Company shall make such offer to purchase Securities (an "Offer") on or before the 366th day after 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 such other Senior Subordinated Indebtedness of the Company) at a purchase price of 100% of their principal amount (or, in the event such other Senior Subordinated 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 Subordinated 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 prorating in the event of oversubscription) set forth in this Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the 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 such an offer to purchase Securities (and other Senior Subordinated Indebtedness of the Company) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20 million (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an offer to purchase, Net Available Cash will be deemed to be reduced by the aggregate amount of such 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 4.06(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 information furnished with such notice (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Subordinated 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 4.06(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Subordinated 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 4.06. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section 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 Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 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 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 (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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 is in the form of cash or cash equivalents, Additional Assets or any combination thereof equivalents and (collectively, the “Cash Consideration”); 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 in its sole discretion (or is ----- required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of the Company or of a Wholly Owned 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; (B) second, to the extent of the balance of such Net Available Cash after ------ application in accordance with clause (A) of this Section 4.06(a), to the extent the Company electselects in its sole discretion, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within one year from the later of the date of such Asset Disposition or after 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) of this Section 4.06(a), 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) Securities to purchase Notes (and such other Senior Subordinated Indebtedness of the Company) Securities pursuant to and subject to the conditions contained in this IndentureSection 4.06(b); providedand (D) fourth, however, that to the extent of the balance of such Net Available Cash after ------ application in connection accordance with any prepayment, repayment, purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness pursuant to clause clauses (A), (B) or and (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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.114.06(a), for the general corporate and working capital purposes of the Company and the its Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 Subsidiaries; (a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions occurring after the Issue Date which is are not applied in accordance with this Section 4.11 4.06(a) (or with Section 11D(a) of the terms of the Exchangeable Preferred Stock) exceeds $20.0 5 million. Pending application of Net Available Cash pursuant to this Section 4.114.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.11, the following are deemed to be cash or cash equivalents: (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability or (2) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days of receipt. Notwithstanding the foregoing, the 75% limitation referred to in Section 4.11(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 4.11(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 agreementPermitted Investments.

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 (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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), of the shares and assets subject to such Asset Disposition; , and (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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 or such Restricted Subsidiary elects (or is required by the terms of any IndebtednessSenior Indebtedness or any Indebtedness of any Subsidiary), to prepay, repay, redeem repay or purchase Senior Indebtedness or other Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a 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 from 12 months after 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 to make capital expenditures in the Oil and Gas Business another Restricted Subsidiary) within one year 12 months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) thirdThird, if not prohibited by any Indebtedness of the Company or any Subsidiary (including any limitations or the Operating Company's ability to distribute funds to the Company) and 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 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 of the Company) pursuant to and subject to the conditions contained in of this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance or other acquisition or retirement for value Indenture to the Holders at a purchase price 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 100% of the principal amount so prepaidthereof, repaid or purchased. Upon any Asset Disposition by an Oil plus accrued and Gas Royalty Trust in which unpaid interest to the Company or any Restricted Subsidiary owns Capital Stockpurchase date; and (D) fourth, to the Company or extent of the balance of such Restricted Subsidiary will apply the Net Available Cash therefrom as provided after application in Section 4.11(a)(3accordance with clauses (A), (B) and (C), to any application not prohibited by this Indenture. Notwithstanding the foregoing provisions of this Section 4.11, the The Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 9.14 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which that is not applied in accordance with this Section 4.11 9.14 exceeds $20.0 million5,000,000. (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant to Section 9.14(a)(ii)(C), the Company shall be required to purchase Notes tendered pursuant to an offer by the Company for the Notes (the "Offer") at a purchase price of 100% of their principal amount plus accrued and unpaid interest to the Purchase Date in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 9.14(c). Pending application If the aggregate purchase price of Notes tendered pursuant to the Offer is less than the Net Available Cash allotted to the purchase of the Notes, the Company shall apply the remaining Net Available Cash in accordance with Section 9.14(a)(ii)(D). The Company shall not be required to make an offer for Notes pursuant to this Section 4.11, such 9.14 if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (A) and (B) of Section 9.14(a)(ii)) is less than $5,000,000 for any particular Asset Disposition (which lesser amounts shall be invested carried forward for purposes of determining whether 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 Notes purchased by the Company either in whole or in part (subject to prorationing as hereinafter described 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 shall include (i) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of either the Company or the Operating Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of either the Company or the Operating Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (ii) a description of material developments in the Company's business subsequent to the date of the latest of such reports, and (iii) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the address referred to in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee an Officers' Certificate as to (i) the amount of the Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of Section 9.14(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent in Temporary Cash Investments an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. 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 Notes or applied portions thereof which have been properly tendered to temporarily reduce revolving credit indebtednessand are to be accepted by the Company. For From funds on hand and available for such purpose, the purposes Trustee (or the Paying Agent, if not the Trustee) shall, on the Purchase Date, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Company to the Trustee is less than the Offer Amount, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 9.14. (3) Holders electing to have a Note purchased shall be required to surrender the Note, 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 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 Note which was delivered by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Note purchased. If at the expiration of the Offer Period the aggregate principal amount of Notes surrendered by the Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Notes are purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Company delivers Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.11, 9.14; as well as an Opinion of Counsel to the following are effect that all of the requirements of this Section 9.14 have been satisfied. A Note shall be deemed to be cash or cash equivalents: (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability or (2) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) been accepted for purchase at the time the indemnity is entered into);Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (2d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any non-Cash Consideration received by other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 9.14. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 9.14, the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days of receipt. Notwithstanding the foregoing, the 75% limitation referred to in Section 4.11(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 comply 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 4.11(a)(3)(B) applicable securities laws and regulations and shall not be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into have breached its obligations under this Section 9.14 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 agreementvirtue thereof.

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 (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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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, provided that with respect to the sale or cash equivalents, Additional Assets or any combination thereof (collectivelyother disposition of an operational Academy, the “Cash Consideration”); and Company shall be deemed to be in compliance with this clause (3ii) if the Consolidated Coverage Ratio after giving effect to such sale or disposition and the application of proceeds received therefrom is greater than or equal to the Consolidated Coverage Ratio immediately prior to giving effect to such sale or disposition and (iii) 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 any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to outstanding under the Company or an Affiliate of the Company) Credit Agreement within one year from 18 months after 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 to make capital expenditures in the Oil and Gas Business another Restricted Subsidiary) within one year 18 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 Notes (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) Offer to purchase Notes (and such other Senior Subordinated Indebtedness of the Company) Securities pursuant to and subject to the conditions contained set forth in this IndentureSection 4.06(b); provided, however, that if the Company elects (or is required by the terms of any other Senior Indebtedness), such Offer may be made ratably to purchase the Securities and other Senior Indebtedness of the Company, 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) acquire Additional Assets (other than Indebtedness and Capital Stock) or (y) prepay, repay or purchase Indebtedness of the Company (other than Indebtedness owed to an Affiliate of the Company and other than Disqualified Stock of the Company) or Indebtedness of any Restricted Subsidiary (other than Indebtedness owed to the Company or an Affiliate of the Company), in each case described in this clause (D) within 18 months from the receipt of such Net Available Cash or, if the Company has made an Offer pursuant to clause (C), six months from the date such Offer is consummated; provided, however that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value purchase of Indebtedness pursuant to clause (A), (C) or (CD) above, 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11covenant, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which that is not applied in accordance with this Section 4.11 covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.11, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness10,000,000. For the purposes of clause (ii) of this Section 4.114.06(a), the following are deemed to be cash or cash equivalents: cash: (1x) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company (other than Disqualified Stock of the Company) or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition and (2y) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. (b) In the event of receipt. Notwithstanding an Asset Disposition that requires the foregoingpurchase of Securities (and other Senior Indebtedness) pursuant to Section 4.06 (a)(iii)(C), the 75Company will be required to purchase Notes (and other Senior Indebtedness) tendered pursuant to an offer by the Company for the Securities (and other Senior Indebtedness) (the "Offer") at a purchase price of 100% limitation referred of their principal amount plus accrued and unpaid interest, if any, to in Section 4.11(a)(2) shall be deemed satisfied with respect to any Asset Disposition in which the cash or cash equivalents portion date of the consideration received therefrom, determined purchase in accordance with the foregoing provision procedures (including prorationing in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of Securities (and other Senior Indebtedness) tendered pursuant to the Offer is less than the Net Available Cash allotted to the purchase of the Securities (and other Senior Indebtedness), the Company will apply the remaining Net Available Cash in accordance with Section 4.06(a)(iii)(D). The Company will not be required to make an Offer for Securities (and other Senior Indebtedness) pursuant to this covenant if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (A) and (B) of Section 4.06 (a)(iii)) is less than $10,000,000 for any particular Asset Disposition (which lesser amount will be carried forward for purposes of determining whether an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 15 days after the Issuers become obligated to make an Offer, the Issuers shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Issuers either in whole or in part (subject to prorationing as hereinafter described 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 Issuers that the Issuers in good faith believe will enable such Holders to make an informed decision (which at a minimum shall include (i) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Issuers, the most recent subse quently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Issuers filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (ii) a description of material developments in the Issuers' business subsequent to the date of the latest of such Reports, and (iii) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the address referred to in clause (3). (2) Not later than the date upon which written notice of an after-tax basisOffer is delivered to the Trustee as provided above, each Issuer shall deliver to the Trustee an Officers' Certificate as to (i) the amount of the Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.06(a). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a paying agent (or, if either Issuer is acting as the paying agent, segregate and hold in trust) an amount equal to the Offer Amount to be invested in Temporary Cash Investments and to be held for payment in accordance with the provisions of this Section 4.06. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Issuers shall deliver to the Trustee for cancelation the Securities or greater than what the after-tax proceeds would portions thereof that have been had properly tendered to and are to be accepted by the Issuers. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities (and other Senior Indebtedness) delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Securities (and other Senior Indebtedness), the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Issuers receive not later than one Business Day prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered by the Holder for purchase and a statement that such Asset Disposition complied 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 Indebtedness included in the Offer surrendered by holders thereof exceeds the Offer Amount, the Issuers shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Securities and other Senior Indebtedness in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Issuers deliver Securities to the Trustee that are to be accepted for purchase, each Issuer shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Issuers pursuant to and in accordance with the aforementioned 75% limitationterms of this Section 4.06. The requirement of Section 4.11(a)(3)(B) A Security 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 have been accepted for purchase at the time period specified the Trustee, directly or through an agent, mails or delivers payment therefor to the surrender ing Holder. (d) The Issuers shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in such clause 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 Issuers shall comply with the applicable securities laws and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreementregulations and shall not be deemed to have breached its obligations under this Section by virtue thereof.

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, an Officer Directors of the Company or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision)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 or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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 any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a 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 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 or to make capital expenditures in the Oil and Gas Business 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 9% Notes (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase the 9% Notes (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenturethe Indenture relating thereto; 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 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, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11paragraph, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this Section 4.11 paragraph exceeds $20.0 million20,000,000. Pending application of Net Available Cash pursuant to this Section 4.11covenant, 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 4.11covenant, the following are deemed to be cash or cash equivalents: : (1x) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition and (2y) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. (b) In the event of receipt. Notwithstanding an Asset Disposition that requires the foregoingpurchase of the Securities pursuant to clause (a)(2)(D) above, the 75Note Issuer will purchase the Securities tendered pursuant to 97 EXECUTION 107 an offer by the Note Issuer for the Securities at a purchase price of 100% limitation referred of their principal amount (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 in Section 4.11(a)(2an amount not to exceed the balance of Net Available Cash from such Asset Disposition after application in accordance with clauses (A), (B) and (C) of this covenant and that the amount available for repurchase of the Securities will be 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 deemed satisfied 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 or integral multiples thereof. The Note Issuer shall not make such an offer to purchase Securities pursuant to this covenant if the Net Available Cash available therefor is less than $20,000,000 (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to any subsequent Asset Disposition Disposition). Each Security shall be subject to repurchase only in which the cash amount of $1,000 or cash equivalents integral multiples thereof. Upon presentation of any Security repurchased in part only, the Note Issuer shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Note Issuer, a new Security (and the Guarantors shall execute their Guaranties to be endorsed thereon) of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the consideration received therefromSecurity so presented and having the same Issue Date, determined in accordance Stated Maturity and terms. If a Global Security is so surrendered, such new Security will also be a new Global Security. 98 EXECUTION 108 (c) The Note Issuer shall, and the Company shall cause the Note Issuer to, comply, to the extent applicable, with the foregoing provision on an after-tax basis, is equal to requirements of Section 14(e) of the Exchange Act and any other securities laws or greater than what the after-tax proceeds would have been had such Asset Disposition complied regulations in connection with the aforementioned 75% limitationrepurchase of Securities pursuant to this covenant. The requirement To the extent that the provisions of Section 4.11(a)(3)(B) any securities laws or regulations conflict with provisions of this covenant, 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 be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into have breached its obligations under this clause 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 agreementvirtue thereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall notwill not consummate, and shall will not permit any Restricted Subsidiary toto consummate, 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 any non-cash consideration) (), as determined in good faith by the Board of Directors, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents, Additional Assets or any combination thereof Temporary Cash Investments; (collectively, the “Cash Consideration”); 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 or such Restricted Subsidiary elects either (x) to acquire Additional Assets or is required by the terms of any Indebtedness), (y) to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness such Restricted Subsidiary, as the case may be (other than any Disqualified Stock) of a Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each either case other than Indebtedness owed to the Company or an Affiliate of the Company) ), in each case 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, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), for the Company to make an offer to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within one year from the later Holders of the date of such Asset Disposition or the receipt of such Net Available CashNotes to purchase Notes pursuant to and subject to this Section (an "ASSET DISPOSITION PURCHASE OFFER"); 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 Notes (and to holders of other Senior Subordinated Indebtedness of the Company designated any application not prohibited by the Company) to purchase Notes (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance or other acquisition or retirement for value and (iii) at the time 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. Upon any Asset Disposition by an Oil no Default shall have occurred and Gas Royalty Trust in which the Company be continuing (or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3would result therefrom). Notwithstanding the foregoing provisions of this Section 4.11, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.11Section, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtednessInvestments. For the purposes of this Section 4.11Section, the following are deemed to be cash or cash equivalents: cash: (1x) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness (other than Junior Subordinated Obligations) of the Company or any Restricted Subsidiary (other than contingent liabilities Subsidiary, and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or (2) an assignment agreement that includeson such Indebtedness, in lieu of connection with such a release, the agreement of the transferee or its parent company to indemnify Asset Disposition and hold harmless the Company or such Restricted Subsidiary from and against any loss, liability or cost in respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securitiesy) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days Temporary Cash Investments. (b) In the event of receipt. Notwithstanding the foregoingan Asset Disposition that requires an Asset Disposition Purchase Offer, the 75% limitation referred to in Section 4.11(a)(2) Company shall be deemed satisfied required to purchase Notes tendered pursuant to such offer by the Company for the Notes at a purchase price of 100% of their principal amount (the "ASSET DISPOSITION PURCHASE PRICE") plus accrued but unpaid interest in accordance with the procedures set forth in this Section. If the aggregate purchase price of Notes tendered pursuant to such offer is less than the Net Available Cash allotted to the purchase thereof (the "ASSET DISPOSITION OFFER AMOUNT"), the Company will be permitted to apply the remaining Net Available Cash in accordance with clause (ii)(C) of paragraph (a) above. The Company shall not be required to make such an Asset Disposition Purchase Offer if the Asset Disposition Offer Amount is less than $1,000,000 (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to any subsequent Asset Disposition). (c) Within 10 days after the expiration of the 180 day period referred to in clause (ii)(B) of paragraph (a) above, if the Company is required to make an Asset Disposition in which Purchase Offer, the cash or cash equivalents portion Company shall send, by first class mail, a notice to each of the consideration received therefromHolders, determined in accordance with a copy to the foregoing provision on Trustee (an after-tax basis"ASSET DISPOSITION PURCHASE NOTICE"), is equal containing all instructions and materials necessary to or greater than what enable such Holders to tender Notes pursuant to the after-tax proceeds would have been had such Asset Disposition complied with Purchase Offer. Each Asset Disposition Purchase Notice, which shall govern the aforementioned 75% limitation. The requirement terms of Section 4.11(a)(3)(B) the Asset Disposition Purchase Offer, 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.state:

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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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 any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a 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 from the later of the date of such Asset Asse▇ 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 or to make capital expenditures in the Oil and Gas Business 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), in the case of Net Available Cash received by the Company as consideration from the sale of assets of or the Capital Stock of a Subsidiary of the Company engaged in the conduct of a Non-Core Business, to the extent the Company elects, to make a payment of Contingent Additional Consideration pursuant to clause (8) of Section 4.04(b) within one year from the later of the date of such asset disposition or the receipt of such Net Available Cash; (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), to make an offer Offer to the holders of the Notes Securities (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Notes Securities (and such other Senior Subordinated Indebtedness of the CompanyIndebtedness) pursuant to and subject to the conditions contained in this Indenture; and (E) fifth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B), (C) and (D), for any purpose not prohibited by this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value purchase of Indebtedness pursuant to clause (A) 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which In the event the terms of the Company's Credit Facility require the Company or any Restricted Subsidiary owns Capital Stockto permanently reduce the available credit under the facility in an amount equal to the amount of Net Available Cash, the Company or such Restricted Subsidiary will apply the permanent reduction shall constitute application of such Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11, the Company and the Restricted Subsidiaries will not be required pursuant to apply any Net Available Cash in accordance with this Section 4.11 clause (A) above. (a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this Section 4.11 4.06(a) exceeds $20.0 10 million. Pending application of Net Available Cash pursuant to this Section 4.114.06(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 4.114.06, the following are deemed to be cash or cash equivalents: (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company shall, without further liability or action, be deemed to have applied such assumed Indebtedness in accordance with clause (2A) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered intopreceding paragraph);; and (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. (b) In the event of receipt. Notwithstanding an Asset Disposition that requires the foregoingpurchase of Securities (and other Senior Indebtedness) pursuant to Section 4.06(a)(3)(D), the 75% limitation referred to in Section 4.11(a)(2) Company shall be deemed satisfied with required to purchase Securities tendered pursuant to an offer by the Company for the Securities (and other Senior Indebtedness) (the "Offer") at a purchase price of 100% of their principal amount (without premium) plus accrued but unpaid interest (or, in respect to any Asset Disposition in which of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the cash or cash equivalents portion terms of the consideration received therefrom, determined such Senior Indebtedness) in accordance with the foregoing provision procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the Securities (and any other Senior Indebtedness) tendered exceeds the Net Available Cash allotted to the purchase thereof, the Company shall select the securities to be purchased on a pro rata basis but in denominations of $1,000 or multiples thereof. The Company shall not be required to make an afterOffer to purchase Securities (and other Senior Indebtedness) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $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 days after the Company becomes obligated to make an Offer, the Company shall be obligated to deliver to the Trustee and send, by first-tax basisclass mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as hereinafter described in the 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 (i) 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), and (ii) 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 (i) the amount of the Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.06(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the 50 Company shall deliver to the Trustee for cancellation the Securities or greater than what the after-tax proceeds would portions thereof that have been had properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment to each tendering Holder in 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 promptly after the expiration of the Offer Period for application in accordance with this Indenture. (3) 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 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 Asset Disposition complied 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 Indebtedness included in the Offer) surrendered by holders thereof exceeds the Offer Amount, the Company shall select the Securities and the 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 Securities and the other Senior 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 such Securities are to be accepted by the Company pursuant to and in accordance with the aforementioned 75% limitationterms of this Section. The requirement of Section 4.11(a)(3)(B) A Security shall be deemed to be satisfied if have been accepted for purchase at the time the Trustee, directly or through an agreement agent, mails or delivers payment therefor to the surrendering Holder. (including a leased) The Company shall comply, whether a capital lease to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or an operating lease) committing regulations in connection with the repurchase of Securities pursuant to make this Section. To the acquisitions extent that the provisions of any securities laws or expenditures referred to therein is entered into by regulations conflict with provisions of this Section, the Company or shall comply with the applicable securities laws and regulations and shall not be deemed to have breached 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 agreementobligations under this Section by virtue thereof.

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, an Officer or an officer Directors of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision)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 or cash equivalents, Additional Assets equivalents (provided that such 75% requirement shall not apply to any Asset Disposition in which the cash or any combination thereof cash equivalents portion of the consideration received therefor is no less than an amount equal to the product of (collectively, x) 4.5 and (y) the “Cash Consideration”amount of EBITDA for the previously completed four fiscal quarters directly attributable to the assets or Capital Stock included in such Asset Disposition); 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 any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a 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 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 or to make capital expenditures in the Oil and Gas Business 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 Offer to the holders of the Notes Securities (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Notes Securities (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained of this 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, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.114.06, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this Section 4.11 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 4.114.06, 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 4.114.06(a), the following are deemed to be cash or cash equivalents: : (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition; and (2) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 90 days of receipt. Notwithstanding receipt thereof. (b) In the foregoingevent of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness of the Company) pursuant to Section 4.06(a)(3)(C), the 75Company 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% limitation referred to of their Accreted Value (or, in Section 4.11(a)(2) shall be deemed satisfied with respect to any Asset Disposition in which the cash or cash equivalents portion event such other Senior Indebtedness of the consideration received therefromCompany was not issued with significant original issue discount, determined 100% of the 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 foregoing provision procedures (including prorationing in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of Securities tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Securities to be purchased on a pro rata basis but in round denominations, which in the case of the Securities shall be denominations of $1,000 principal amount at maturity or multiples thereof. The Company shall not be required to make an afterOffer to purchase Securities (and other Senior Indebtedness) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $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-tax basisclass 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 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount 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 state (A) that the Company has become obligated to make an Offer, (B) the aggregate principal amount at maturity of Securities that is subject to such Offer, (C) the purchase price, (D) the circumstances and relevant facts regarding such Asset Disposition, (E) the Purchase Date and (F) the instructions, as determined by the Company, consistent with this Section 4.06, that a Holder must follow in order to have its Securities purchased. (1) 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 4.06(a) and (b). On or prior to each Purchase Date, the Company shall deposit with a Paying Agent an amount equal to the applicable Offer Amount. 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 greater than what the after-tax proceeds would portions thereof which have been had 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 4.06. (2) 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 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 Asset Disposition complied 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. (3) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the aforementioned 75% limitationterms of this Section 4.06. The requirement of Section 4.11(a)(3)(B) A Security shall be deemed to be satisfied if have been accepted for purchase at the time the Trustee, directly or through an agreement agent, mails or delivers payment therefor to the surrendering Holder. (including a leased) The Company shall comply, whether a capital lease to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or an operating lease) committing regulations in connection with the repurchase of Securities pursuant to make this Section 4.06. To the acquisitions extent that the provisions of any securities laws or expenditures referred to therein is entered into by regulations conflict with provisions of this Section 4.06, the Company or shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its Restricted Subsidiary within the time period specified in such clause and such Net Available Cash is subsequently applied in accordance obligations under this Section 4.06 by virtue of its compliance with such agreement within six months following such agreementsecurities 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) 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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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 any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly Owned 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; ; (B) secondSECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within one year from the later of the date 52 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 Notes Securities (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Notes Securities (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indentureof Section 4.06(b); providedPROVIDED, howeverHOWEVER, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.114.06(a), the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 4.06(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 4.06(a) exceeds $20.0 10 million. Pending application of Net Available Cash pursuant to this Section 4.114.06(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 4.114.06(a), the following are deemed to be cash or cash equivalents: : (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition and (2) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. (b) In the event of receipt. Notwithstanding an Asset Disposition that requires the foregoingpurchase of Securities (and other Senior Subordinated Indebtedness of the Company) pursuant to Section 4.06(a)(3)(C), the 75% limitation referred Company shall purchase Securities tendered pursuant to in Section 4.11(a)(2) shall be deemed satisfied with respect to any Asset Disposition in which an offer by the cash or cash equivalents portion Company for the Securities (and such other Senior Subordinated Indebtedness of the consideration received therefromCompany) (the "Offer") at a purchase price of 100% of their principal amount (or, determined in the event such other Senior Subordinated 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 Subordinated 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 foregoing provision procedures (including prorating in the event of over subscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an afterOffer to purchase Securities (and other Senior Subordinated Indebtedness of the Company) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $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 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 4.06(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-tax basisK (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Offer (the "Offer Amount"), including information as to any other Senior Subordinated 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 4.06(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Subordinated Indebtedness of the Company, 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 greater than what the after-tax proceeds would portions thereof which have been had 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 4.06. (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the 55 name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Asset Disposition complied Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the aforementioned 75% limitationterms of this Section. The requirement of Section 4.11(a)(3)(B) A Security shall be deemed to be satisfied if have been accepted for purchase at the time the Trustee, directly or through an agreement agent, mails or delivers payment therefor to the surrendering Holder. (including a leased) The Company shall comply, whether a capital lease to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or an operating lease) committing regulations in connection with the repurchase of Securities pursuant to make this Section. To the acquisitions extent that the provisions of any securities laws or expenditures referred to therein is entered into by regulations conflict with provisions of this Section, the Company or shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its Restricted Subsidiary within the time period specified in such clause and such Net Available Cash is subsequently applied in accordance obligations under this Section by virtue of its compliance with such agreement within six months following such agreementsecurities 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 sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Asset Disposition unlessproperty (including accounts receivable and the Capital Stock of any Subsidiary) or enter into any agreement to do any of the foregoing, except: (1) a sale of substantially all the assets of the Company in accordance with the provisions of Article 8 hereof; (2) sales by the Company or such a Restricted Subsidiary receives consideration at in the time ordinary course of such Asset Disposition at least equal business; (3) dispositions by (i) the Company to any Restricted Subsidiary, by a Restricted Subsidiary to the Company or (iii) by a Restricted Subsidiary to another Restricted Subsidiary; (4) dispositions that constitute a Restricted Payment permitted under Section 10.11; (5) dispositions in connection with Permitted Liens; (6) dispositions in connection with Permitted Investments; (7) disposition of assets with a fair market value of less than $500,000; or (including as to the value of all non-cash consideration) (8) dispositions, not otherwise permitted hereunder, which are made for fair market value, as determined in good faith by the Board of Directors, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), Directors of the shares and assets subject to such Asset Disposition; Company; provided, that, (2i) at least 7580% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets (ii) at the time of any disposition, no Event of Default shall exist or any combination thereof (collectively, shall result from such disposition or from the “application of the Net Available Cash Consideration”therefrom in accordance with this Section 10.13(a)(8); and and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition disposition, provided an Event of Default shall not arise from such disposition, is applied by the Company (or such Restricted Subsidiary, as the case may be):Company: (Ai) first, to make an offer to the extent holders of the Securities to purchase Securities pursuant to and subject to the conditions contained in this Section 10.13; provided, however, that 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 or Indebtedness (other than any Disqualified Stock) of a 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 from the later of the date of shall permanently retire such Asset Disposition or the receipt of such Net Available Cash;Securities so purchased; and (Bii) second, to the extent of the balance of such Net Available Cash after application in accordance with clause clauses (Ai), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and fund (C) third, to the extent consistent with any other applicable provision 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 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 of the Company) pursuant to and subject to the conditions contained in this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.11, 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 4.11, the following are deemed to be cash or cash equivalents: (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability or (2) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days of receipt. Notwithstanding the foregoing, the 75% limitation referred to in Section 4.11(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 4.11(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 agreementcorporate purpose.

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: (1) the Company Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Disposition (or at the time the Issuer or such Restricted Subsidiary becomes obligated to complete 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, an Officer Directors of the Issuer or an the chief financial or accounting officer of such Restricted Subsidiary with responsibility for such transactionthe Issuer, which determination shall be conclusive evidence of as evidenced by an Officer’s Certificate certifying compliance with this provision)the foregoing condition, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by the Company Issuer or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company Issuer (or such Restricted Subsidiary, as the case may be): (A) firstFirst, to the extent the Company Issuer 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 Issuer or Indebtedness (other than any Preferred Stock or Disqualified Stock) of a Wholly Owned 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 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 Issuer elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; andprovided, however, that the Issuer or such Restricted Subsidiary shall be deemed to have applied Net Available Cash in accordance with this clause (B) within such 12-month period if, within such 12-month period, it has entered into a binding commitment or agreement to invest such Net Available Cash and continues to use all reasonable efforts to so apply such Net Available Cash as soon as practicable thereafter; provided further, however, that such Net Available Cash is applied on the earlier of (x) a date which is 18 months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash or (y) reasonably promptly upon any abandonment or termination of such commitment or agreement; (C) thirdThird, to the extent of the balance of such Net Available Cash after application in accordance with clauses (ASection 4.11(a)(3)(A) and (B), to make an offer to the holders of the Notes Holders (and to holders of other Senior Subordinated Indebtedness of the Company Issuer designated by the CompanyIssuer) to purchase Notes (and such other Senior Subordinated Indebtedness of the CompanyIssuer) pursuant to and subject to the conditions contained in this Indenture and the terms of such other Senior Subordinated Indebtedness; and (D) Fourth, to the extent of the balance of such Net Available Cash after application in accordance with Section 4.11(a)(3)(A), (B) and (C), for any purpose not prohibited by the terms of this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value purchase of Indebtedness pursuant to clause (ASection 4.11(a)(3)(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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11, the Company Issuer and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 except to the extent that the aggregate Net Available Cash from all Asset Dispositions on or after the Issue Date which is not applied in accordance with this Section 4.11 4.11, exceeds $20.0 15.0 million. Pending application of Net Available Cash pursuant to this Section 4.11, the Issuer (or the applicable Restricted Subsidiary) may temporarily reduce Senior Indebtedness or otherwise invest such Net Available Cash shall be invested in any manner that is not prohibited by this Indenture. Following the entering into of a binding agreement with respect to an Asset Disposition and prior to the consummation thereof, cash or Temporary Cash Investments (whether or not actual Net Available Cash related to such Asset Disposition) used for the purposes described in clauses (A) through (C) above that are designated as used in accordance therewith, and not previously or subsequently so designated in respect of any other Asset Disposition, shall be deemed to be Net Available Cash applied to temporarily reduce revolving credit indebtednessin accordance therewith. For the purposes of this Section 4.11, the following are deemed to be cash or cash equivalents: (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company Issuer (other than obligations in respect of Disqualified Stock of the Issuer) or any Restricted Subsidiary (other than contingent liabilities obligations in respect of Disqualified Stock and liabilities that are by their terms subordinated to Preferred Stock of a Subsidiary Guarantor) and the Notes or any Subsidiary Guaranty) that are assumed by release of the transferee of any such assets pursuant to (1) a customary novation agreement that releases the Company Issuer or such Restricted Subsidiary from further all liability or (2) an assignment agreement that includes, on such Indebtedness in lieu of connection with such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into)Asset Disposition; (2) any nonDesignated Non-Cash cash Consideration received by the Company Issuer or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days of receipt. Notwithstanding the foregoing, the 75% limitation referred to Subsidiaries in Section 4.11(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 having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not to exceed the aforementioned 75% limitation. The requirement of Section 4.11(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.greater 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 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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), of the shares and or 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 or cash, cash equivalents, Additional Assets oil and natural gas properties or capital assets to be used by the Company or any combination thereof (collectively, Restricted Subsidiary in the “Cash Consideration”)Oil and Gas Business; 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 so elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem purchase, repurchase, redeem, defease or purchase otherwise acquire or retire for value Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a 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 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 so elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business 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 Holders of the 71/8% Notes (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase 71/8% Notes (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in of this IndentureSection 1014; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness pursuant to clause (A) or (C) aboveof this Section 1014(a)(3), 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.111014, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 1014 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 1014(a) exceeds $20.0 20 million. Pending application of Net Available Cash pursuant to this Section 4.111014(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of clause (a)(2) of this Section 4.111014, the following are deemed to be cash or cash equivalents: : (1) any liabilitiesthe release of, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee of any such assets pursuant to (1) a customary novation agreement that releases or other agreement, or the discharge of, the Company or such Restricted Subsidiary from further all liability or on Indebtedness in connection with such Asset Disposition; and (2) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days of their receipt. Notwithstanding the foregoing, the 75% limitation referred to in paragraph (a)(2) of this Section 4.11(a)(2) 1014 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 4.11(a)(3)(B1014(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. (b) In the event of an Asset Disposition that requires the purchase of 71/8% Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to Section 1014(a)(3)(C), the Company shall make such offer to purchase 71/8% Notes (the “Offer”) on or before the 366th day after the later of the date of such Asset Disposition or the receipt of such Net Available Cash, and will purchase 71/8% Notes tendered pursuant to the Offer by the Company for the 71/8% Notes (and such other Senior Subordinated Indebtedness of the Company) at a purchase price of 100% of their principal amount (or, in the event such other Senior Subordinated 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 Subordinated 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 prorating in the event of oversubscription) set forth in this Indenture. If the aggregate purchase price of 71/8% Notes and any other Senior Subordinated Indebtedness tendered exceeds the Net Available Cash allotted to their purchase, the Company shall select the 71/8% Notes and other Senior Subordinated Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the 71/8% Notes shall be denominations of $2,000 principal amount or integral multiples of $1,000 in excess of $2,000. The Company shall not be required to make such an Offer to purchase 71/8% Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to this Section 1014 if the Net Available Cash available therefor is less than $20 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 its 71/8% Notes purchased by the Company either in whole or in part (subject to prorating as described in Section 1014(b) in the event the Offer is oversubscribed) in principal amounts of $2,000 and integral multiples of $1,000 in excess of $2,000, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision and all instructions and materials necessary to tender 71/8% Notes 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 above, 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 Subordinated 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 1014(a) and (b). On or before 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 its own Paying Agent, segregate and hold in trust) immediately available funds in 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 Subordinated 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 71/8% 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 71/8% Notes delivered by the Company to the Trustee is less than the Offer Amount applicable to the 71/8% Notes, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period. Upon completion of an Offer, Net Available Cash shall be deemed to be reduced by the Offer Amount. (3) Holders electing to have an 71/8% Notes purchased shall be required to surrender the 71/8% Note, with the form “Option of Holder to Elect Purchase” on the reverse 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 facsimile transmission or letter setting forth the name of the Holder, the principal amount of the 71/8% Notes which was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such 71/8% Notes purchased. Holders whose Securities are purchased only in part shall be issued new 71/8% Notes equal in principal amount to the unpurchased portion of the 71/8% Notes surrendered. (4) At the time the Company delivers 71/8% Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers’ Certificate stating that such 71/8% Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section. An 71/8% 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 71/8% 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 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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents, Additional Assets equivalents (provided that such 75% requirement shall not apply to any Asset Disposition in which the cash or any combination thereof cash equivalents portion of the consideration received therefor is no less than an amount equal to the product of (collectively, x) six and (y) the “Cash Consideration”amount of EBITDA directly attributable to the assets or Capital Stock included in 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, 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 or Indebtedness (other than any Disqualified Stock) of a Wholly Owned 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; (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 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 Notes Securities (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Notes Securities (and such other Senior Subordinated Indebtedness of the CompanyIndebtedness) pursuant to and subject to the conditions contained in this the Indenture; providedand (D) fourth, howeverto 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 the Indenture; PROVIDED, HOWEVER, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11covenant, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 covenant except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this Section 4.11 covenant exceeds $20.0 10.0 million. Pending application of Net Available Cash pursuant to this Section 4.11covenant, 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 4.11covenant, the following are deemed to be cash or cash equivalents: (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or (2) an assignment agreement that includes, on such Indebtedness in lieu of connection with such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into);Asset Disposition; and (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. (b) In the event of receipt. Notwithstanding an Asset Disposition that requires the foregoingpurchase of Securities (and other Senior Subordinated Indebtedness) pursuant to Section 4.06(a)(3)(C), the 75% limitation referred to in Section 4.11(a)(2) Company shall be deemed satisfied with required to purchase Securities tendered pursuant to an offer by the Company for the Securities (and other Senior Subordinated Indebtedness) (the "Offer") at a purchase price of 100% of their principal amount (without premium) plus accrued but unpaid interest (or, in respect to any Asset Disposition in which of such other Senior Subordinated Indebtedness, such lesser price, if any, as may be provided for by the cash or cash equivalents portion terms of the consideration received therefrom, determined such Senior Subordinated Indebtedness) in accordance with the foregoing provision procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of Securities (and any other Senior Subordinated Indebtedness) tendered pursuant to the 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 purchase thereof, the Company will select the securities to be purchased on a pro rata basis but in denominations of $1,000 or multiples thereof. The Company shall not be required to make an afterOffer to purchase Securities (and other Senior Subordinated Indebtedness) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall be obligated to deliver to the Trustee and send, by first-tax basisclass mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as hereinafter described in the 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 (i) 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), (ii) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (iii) 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 (i) the amount of the Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.06(a). On such date, the Company shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. 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 greater than what the after-tax proceeds would portions thereof which have been had properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment to each tendering Holder in 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. (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 Asset Disposition complied 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 such Securities are to be accepted by the Company pursuant to and in accordance with the aforementioned 75% limitationterms of this Section. The requirement of Section 4.11(a)(3)(B) A Security shall be deemed to be satisfied if have been accepted for purchase at the time the Trustee, directly or through an agreement agent, mails or delivers payment therefor to the surrendering Holder. (including a leased) The Company shall comply, whether a capital lease to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or an operating lease) committing regulations in connection with the repurchase of Securities pursuant to make this Section. To the acquisitions extent that the provisions of any securities laws or expenditures referred to therein is entered into by regulations conflict with provisions of this Section, the Company or shall comply with the applicable securities laws and regulations and shall not be deemed to have breached 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 agreementobligations under this Section 4.06(d) by virtue thereof.

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 Fair Market Value (including as to the value of all non-cash consideration) (as determined in good faith by the Board of Directors, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents; provided, Additional Assets however, that this clause (2) shall not apply to the sale or any combination thereof (collectively, other disposition of the “Cash Consideration”)Company's diagnostic division; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition, other than any Asset Disposition that constitutes (i) a Syndication or a resyndication transaction in the ordinary course of business or (ii) a Specified Sale/Leaseback Transaction, 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 any a Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly Owned 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; (B) second, to the extent of the Company elects (including with respect to the balance of such Net Available Cash after application (if any) 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 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 (if any) in accordance with clauses (A) and (B), to make an offer to the holders Holders of the Notes Securities (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Notes Securities (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value purchase of Indebtedness pursuant made to satisfy 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.114.06, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 4.06 exceeds $20.0 million20,000,000. Pending 50 application of Net Available Cash pursuant to this Section 4.114.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.114.06, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of any liabilities, liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent consolidated balance sheet, sheet or in the footnotes thereto) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary GuarantySecurities) that are assumed by the transferee of any such assets pursuant to (1) a customary novation agreement that releases and for which the Company or such Restricted Subsidiary from further liability or (2) an assignment agreement that includes, in lieu of such a release, the agreement and all 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 Subsidiaries have been released by all creditors in respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into)writing; (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are converted by the Company or such Restricted Subsidiary within 180 days into cash, to the extent of cash or cash equivalents within 120 days received in that conversion; (3) all Temporary Cash Investments; and (4) 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 receipt. Notwithstanding the foregoingreceipt 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) $30,000,000. (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness of the Company) pursuant to Section 4.06(a)(3)(C), the 75Company 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% limitation referred to of their principal amount (or, in Section 4.11(a)(2) shall be deemed satisfied with respect to any Asset Disposition in which the cash or cash equivalents portion event such other Senior Indebtedness of the consideration received therefromCompany was issued with significant original issue discount, determined 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the foregoing provision procedures (including prorating in the event of oversubscription) set forth in this Indenture. If the aggregate purchase price of the securities tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the securities to be purchased on an after-tax basisa pro rata basis but in round denominations, is equal to which in the case of the Securities will be denominations of $1,000 principal amount or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitationmultiples thereof. The requirement Company shall not be required to make such an Offer to purchase Securities (and other Senior Indebtedness of the Company) pursuant to this Section 4.11(a)(3)(B) 4.06 if the Net Available Cash available therefor is less than $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). Upon completion of such an Offer, Net Available Cash shall be deemed to be satisfied if an agreement reduced by the aggregate amount of such Offer. (including a leasei) Promptly, whether a capital lease or an operating lease) committing and in any event within 10 days after the Company becomes obligated to make an Offer, the acquisitions or expenditures referred Company shall deliver to therein is entered into 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 its Restricted Subsidiary within in part (subject to prorating as described in Section 4.06(b) in the time period specified 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 clause and such notice (the "Purchase Date"). (ii) 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 for repurchase, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is subsequently applied being made and (C) the compliance of such allocation with the provisions of Section 4.06(a). By 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 or a Wholly Owned Subsidiary is acting as Paying Agent, segregate and hold in trust) an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancelation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee (or the Paying Agent, if not the Trustee) shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company 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 4.06. (iii) 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. A Holder shall be entitled to withdraw its 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 such agreement within six months following Holder, the principal amount of the Security that was delivered for purchase by such agreementHolder and a statement that such Holder is withdrawing its 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. (iv) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this

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: (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 (including as to the value of all non-cash consideration) Fair Market Value (as determined in good faith by at the Board time of Directors, an Officer or an officer of contractual agreement to such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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 any a Subsidiary Guarantor or (ii) Indebtedness (other than any Disqualified Stock) of a Wholly Owned 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 or to make capital expenditures in the Oil and Gas Business 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 to the holders Holders of the Notes (and to holders of other Senior Subordinated Pari Passu Indebtedness of the Company Issuer designated by the CompanyIssuer) to purchase Notes (and such other Senior Subordinated Pari Passu Indebtedness of the CompanyIssuer) pursuant to and subject to the conditions contained in this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.11, 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 4.114.08, the following are deemed to be cash or cash equivalents: (1i) the assumption or discharge of any liabilities, liabilities (as shown on the CompanyIssuer’s or such Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the footnotes thereto) of the Company Issuer or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary GuarantyNotes) that are assumed by the transferee of any such assets pursuant to (1) a customary novation agreement that releases and for which the Company or such Restricted Subsidiary from further liability or (2) an assignment agreement that includes, in lieu of such a release, the agreement Issuer and all 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 Subsidiaries have been released by all creditors in respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into)writing; (2ii) any non-Cash Consideration securities received by the Company Issuer or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are converted by the Company Issuer or such Restricted Subsidiary within 180 days into cash, to the extent of cash or cash equivalents within 120 days 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 receipt. Notwithstanding the foregoingreceipt 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 Notes (and other Pari Passu Indebtedness of the Issuer) pursuant to Section 4.08(a)(iii)(C), the 75% limitation referred Issuer shall purchase Notes tendered pursuant to in Section 4.11(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 4.11(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 offer by the Company or its Restricted Subsidiary within Issuer for the time period specified in such clause Notes (and such Net Available Cash is subsequently applied other Pari Passu Indebtedness) at a purchase price of 100% of their principal amount (or, in accordance with the event such agreement within six months following such agreement.other Pari Passu Indebtedness

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, an Officer Directors of the Company or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision)as the case may be, of the shares and assets subject to such Asset Disposition; (2) Disposition and at least 7570% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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 any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a 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 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 or to make capital expenditures in the Oil and Gas Business 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 97 EXECUTION 107 with clauses (A) and (B), to make an offer to the holders of the 9% Notes (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase the 9% Notes (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenturethe Indenture relating thereto; 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 cause the Note Issuer to make an offer to the Holders of the Securities and the USD 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 USD Securities pursuant to and subject to the conditions contained in the Indenture (in the case of the Securities) and in the USD Indenture (in the case of the USD Securities); provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11paragraph, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this Section 4.11 paragraph exceeds $20.0 million20,000,000. Pending application of Net Available Cash pursuant to this Section 4.11covenant, 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 4.11covenant, the following are deemed to be cash or cash equivalents: : (1x) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition and (2y) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. (b) In the event of receipt. Notwithstanding an Asset Disposition that requires the foregoingpurchase of the Securities pursuant to clause (a)(2)(D) above, the 75Note Issuer will purchase the Securities tendered pursuant to an offer by the Note Issuer for the Securities at a purchase price of 100% limitation referred of their principal amount (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 in Section 4.11(a)(2an amount not to exceed the balance of Net Available Cash from such Asset Disposition after application in accordance with clauses (A), (B) and (C) of this covenant and that the amount available for repurchase of the Securities will be increased to the extent that the holders of the USD Securities do not 98 EXECUTION 108 accept the offer to repurchase the USD Securities made pursuant to clause (D) above and the applicable provisions of the USD Indenture; (ii) the repurchase date (which shall be deemed satisfied 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 DM 1,000 or integral multiples thereof. The Note Issuer shall not make such an offer to purchase Securities pursuant to this covenant if the Net Available Cash available therefor is less than $20,000,000 (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to any subsequent Asset Disposition Disposition). Each Security shall be subject to repurchase only in which the cash amount of DM 1,000 or cash equivalents integral multiples thereof. Upon presentation of any Security repurchased in part only, the Note Issuer shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Note Issuer, a new Security (and the Guarantors shall execute their Guaranties to be endorsed thereon) of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the consideration received therefromSecurity so presented and having the same Issue Date, determined in accordance Stated Maturity and terms. If a Global Security is so surrendered, such new Security will also be a new Global Security. (c) The Note Issuer shall, and the Company shall cause the Note Issuer to, comply, to the extent applicable, with the foregoing provision on an after-tax basis, is equal to requirements of Section 14(e) of the Exchange Act and any other securities laws or greater than what the after-tax proceeds would have been had such Asset Disposition complied regulations in connection with the aforementioned 75% limitationrepurchase of Securities pursuant to this covenant. The requirement To the extent that the provisions of Section 4.11(a)(3)(B) any securities laws or regulations conflict with provisions of this covenant, 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 be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into have breached its obligations under this clause 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 agreementvirtue thereof.

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 Board of Directors (including as to the value of all non-cash consideration) (as determined in good faith by the Board of Directors, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents, Additional Assets or any combination thereof Cash Equivalents and (collectively, the “Cash Consideration”); 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 any Subsidiary Guarantor the receipt of such Net Available Cash or Indebtedness (other than any Disqualified Stocky) of a Wholly Owned Subsidiary that is not a Subsidiary Guarantor (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 or to make capital expenditures in the Oil if any, thereon; and Gas Business within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; 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 Notes making of Temporary Cash Investments or (and to holders of y) any other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Notes (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in 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 (B) or the date that is one year from the receipt of such Net Available Cash; providedPROVIDED, howeverHOWEVER, that that, in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11provisions, the Company and the its Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this Section 4.11 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 4.11, 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 4.11covenant, the following are will be deemed to be cash or cash equivalents: cash: (1x) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption by the transferee of Senior Indebtedness of the Company or Senior Indebtedness of any Restricted Subsidiary (other than contingent liabilities of the Company and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases 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 liability or action, be deemed to have applied such assumed Indebtedness in accordance with clause (2A) an assignment agreement that includes, in lieu of such a release, the agreement of the transferee or its parent company to indemnify preceding paragraph) and hold harmless the Company or such Restricted Subsidiary from and against any loss, liability or cost in respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securitiesy) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary of the Company from the transferee that is converted, monetized, sold or exchanged are promptly (and in any event within 90 days) converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. (b) In the event of receipt. Notwithstanding an Asset Disposition that requires the foregoingpurchase of Securities pursuant to clause (a)(iii)(B), the 75Company will be required to purchase Securities tendered pursuant to an offer by the Company for the Securities at a purchase price of 100% limitation referred of their principal amount plus accrued and unpaid interest, if any, to in Section 4.11(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 purchase date in accordance with the foregoing provision on an after-tax basisprocedures (including prorating in the event of oversubscription) set forth in this Indenture. If the aggregate purchase price of the Securities tendered pursuant to the offer is less than the Net Available Cash allotted to the purchase of the Securities, is equal the Company will apply the remaining Net Available Cash in accordance with clause (a)(iii)(C) above. (c) The Company will comply, to or greater than what the after-tax proceeds would have been had such Asset Disposition complied extent applicable, with the aforementioned 75% limitation. The requirement requirements of Section 4.11(a)(3)(B14(e) shall of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into have breached its obligations under this Indenture by the Company or its Restricted Subsidiary within the time period specified in such clause and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreementvirtue thereof.

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 sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Asset Disposition unlessproperty (including accounts receivable and the Capital Stock of any Subsidiary) or enter into any agreement to do any of the foregoing, except: (1) a sale of substantially all the assets of the Company in accordance with the provisions of Article 8 hereof; (2) sales by the Company or such a Restricted Subsidiary receives consideration at in the time ordinary course of such Asset Disposition at least equal business; (3) dispositions by (i) the Company to any Restricted Subsidiary, by a Restricted Subsidiary to the Company or (iii) by a Restricted Subsidiary to another Restricted Subsidiary; (4) dispositions that constitute a Restricted Payment permitted under Section 10.11; (5) dispositions in connection with Permitted Liens; (6) dispositions in connection with Permitted Investments; (7) disposition of assets with a fair market value of less than $500,000; or (including as to the value of all non-cash consideration) (8) dispositions, not otherwise permitted hereunder, which are made for fair market value, as determined in good faith by the Board of Directors, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), Directors of the shares and assets subject to such Asset Disposition; Company; provided, that, (2i) at least 7580% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets (ii) at the time of any disposition, no Event of Default shall exist or any combination thereof (collectively, shall result from such disposition or from the “application of the Net Available Cash Consideration”therefrom in accordance with this Section 10.13(a)(8); and and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition disposition, provided an Event of Default shall not arise from such disposition, is applied by the Company (or such Restricted Subsidiary, as the case may be):Company: (Ai) first, to make an offer to the extent holders of the Securities to purchase Securities pursuant to and subject to the conditions contained in this Section 10.13; provided, however, that 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 or Indebtedness (other than any Disqualified Stock) of a 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 from the later of the date of shall permanently retire such Asset Disposition or the receipt of such Net Available Cash;Securities so purchased; and ------- (Bii) second, to the extent of the balance of such Net Available Cash after application in accordance with clause clauses (Ai), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and fund (C) third, to the extent consistent with any other applicable provision 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 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 of the Company) pursuant to and subject to the conditions contained in this Indenture; provided, however, that in connection with ) any prepayment, repayment, purchase, repurchase, redemption, defeasance or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3)corporate purpose. Notwithstanding the foregoing provisions of this Section 4.11paragraph 10.13(a)(8), the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 10.13(a)(8) except to the extent that the aggregate Net Available Cash from all Asset Dispositions dispositions which is are not applied in accordance with this Section 4.11 10.13(a)(8) exceeds $20.0 million. Pending application 3.0 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 disposition); provided, that in the event of a sale by a Subsidiary, the amount of Net Available Cash for purposes of this Section 10.13 shall not exceed the amount the Company could receive in dividends or distributions from such Subsidiary immediately after such sale in compliance with applicable Insurance Regulations; provided, further, that in such event, the Company shall use its reasonable best efforts to seek the approval of a Regulator for the largest amount of dividend permitted by law up to the amount of the Net Available Cash; and provided, further, that after an Offer is made pursuant to this Section 4.1110.13, such the amount of Net Available Cash shall be invested in Temporary reset to zero for purposes of determining whether an offer is required with respect to the Net Available Cash Investments or applied to temporarily reduce revolving credit indebtednessfrom any subsequent disposition. For the purposes of this Section 4.1110.13, the following are deemed to be cash or cash equivalents:: (x) the assumption of Indebtedness of the Company and the release of the Company from all liability on such Indebtedness in connection with such disposition and (y) securities received by the Company from the transferee that are promptly converted by the Company into cash. (b) In the event of a disposition that requires the purchase of the Securities pursuant to Section 10.13(a)(8) above, the Company will be required to purchase Securities tendered pursuant to an offer by the Company for the Securities (the "Offer") at a purchase price of 100% of their principal amount (without premium) plus accrued but unpaid interest in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 10.13(c). If the aggregate purchase price of Securities tendered pursuant to the Offer is less than the Net Available Cash allotted to the purchase thereof, the Company will apply the remaining Net Available Cash in accordance with Section 10.13(a)(8)(ii) above. (1) Promptly, and in any liabilitiesevent within 10 days after the Company becomes obligated to make an Offer, the Company shall be obligated to deliver to the Trustee and the Purchase Agent, if the Trustee is not the Purchase Agent, 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 shown on hereinafter described in the Company’s or 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 (the "Purchase Date") not less than 30 days nor more than 60 days after the date of such Restricted Subsidiary’s most recent consolidated balance sheet, notice (the "Offer Period") and shall contain such information concerning the business of the Company or and its Subsidiaries which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (i) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, any Restricted Subsidiary (Current Report on Form 8-K of the Company filed subsequent to such Annual Report, other than contingent liabilities Current Reports describing dispositions otherwise described in the offering materials (or corresponding successor reports) and liabilities that are by their terms subordinated (ii) a description of material developments in the Company's business subsequent to the Notes or any Subsidiary Guarantydate of the latest of such Reports) that are assumed by the transferee of any such assets and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability or 3). (2) Not later than the date upon which written notice of an assignment agreement that includesOffer is delivered as provided above, in lieu the Company shall deliver to the Purchase Agent an Officers' Certificate as to (i) the amount of the Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the dispositions pursuant to which such Offer is being made and (iii) the compliance of such a releaseallocation with the provisions of Section 10.13(a). On such date, the agreement Company shall also irrevocably deposit with the Purchase Agent in cash and cash equivalents, 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. The Purchase Agent shall, on the Purchase Date, mail or deliver payment to each tendering Holder in the amount of the transferee or its parent company to indemnify and hold harmless purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Purchase Agent is less than the Offer Amount, the Purchase Agent shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section. All Securities purchased by the Company shall be delivered to the Trustee for cancellation. (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 Purchase Agent and the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or such Restricted Subsidiary from letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and against any loss, liability or cost in respect of such assumed liability (provided, however, a statement that such indemnifying party (or its long-term debt securities) Holder is withdrawing his election to have such Security pu▇▇▇▇▇▇d. If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Company shall have an Investment Grade Rating select the Securities to be purchased on a pro rata basis (with no indication such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of a negative outlook $1,000, or credit watch 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 Purchase Agent which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing the terms of this Section. A Security shall be deemed to have an Investment Grade Rating) been accepted for purchase at the time the indemnity is entered into);Purchase Agent, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (2d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any non-Cash Consideration received by 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 or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days of receipt. Notwithstanding the foregoing, the 75% limitation referred to in Section 4.11(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 comply 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 4.11(a)(3)(B) applicable securities laws and regulations and shall not be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into have breached its obligations under this Section 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 agreementvirtue thereof.

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: (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 (including as to the value of all non-cash consideration) Fair Market Value (as determined in good faith by at the Board time of Directors, an Officer or an officer of contractual agreement to such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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 any a Subsidiary Guarantor or (ii) Indebtedness (other than any Disqualified Stock) of a Wholly Owned 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 one year 450 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 Issuer elects (including with respect to the balance of such Net Available Cash after application (if any) 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 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 (C) third, to the extent of the balance of such Net Available Cash after application (if any) in accordance with clauses (A) and (B)) and the expiration of the time periods set forth therein, to make an offer to the holders Holders of the Notes (and to holders of other Senior Subordinated Pari Passu Indebtedness of the Company Issuer designated by the CompanyIssuer) to purchase Notes (and such other Senior Subordinated Pari Passu Indebtedness of the CompanyIssuer) pursuant to and subject to the conditions contained in this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.11, 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 4.114.08, the following are deemed to be cash or cash equivalents: (1i) the assumption or discharge of any liabilities, liabilities (as shown on the CompanyIssuer’s or such Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the footnotes thereto) of the Company Issuer or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary GuarantyNotes) that are assumed by the transferee of any such assets pursuant to (1) a customary novation agreement that releases and for which the Company or such Restricted Subsidiary from further liability or (2) an assignment agreement that includes, in lieu of such a release, the agreement Issuer and all 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 Subsidiaries have been released by all creditors in respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into)writing; (2ii) any non-Cash Consideration securities received by the Company Issuer or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are converted by the Company Issuer or such Restricted Subsidiary within 180 days into cash, to the extent of cash or cash equivalents within 120 days 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 receipt. Notwithstanding the foregoingreceipt 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 Notes (and other Pari Passu Indebtedness of the Issuer) pursuant to Section 4.08(a)(iii)(C), the 75Issuer shall purchase Notes tendered pursuant to an offer by the Issuer for the Notes (and such other Pari Passu Indebtedness) at a purchase price of 100% limitation referred to of their principal amount (or, in Section 4.11(a)(2) shall be deemed satisfied with respect to any Asset Disposition in which the cash or cash equivalents portion event such other Pari Passu Indebtedness of the consideration received therefromIssuer was issued with significant original issue discount, determined 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other Pari Passu Indebtedness of the Issuer, such lesser price, if any, as may be provided for by the terms of such Pari Passu Indebtedness) in accordance with the foregoing provision procedures (including prorating in the event of oversubscription) set forth in this Indenture. If the aggregate purchase price of the securities tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Issuer shall select the securities to be purchased on an after-tax basisa pro rata basis but in round denominations, is equal to which in the case of the Notes will be denominations of $2,000 principal amount or any greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitationintegral multiple of $1,000. The requirement Issuer shall not be required to make such an offer to purchase Notes (and other Pari Passu Indebtedness of the Issuer) pursuant to this Section 4.11(a)(3)(B) 4.08 if the Net Available Cash available therefor is less than $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). Upon completion of such an offer, Net Available Cash shall be deemed to be satisfied if an agreement reduced by the aggregate amount of such Offer. (including a leasei) Promptly, whether a capital lease or an operating lease) committing and in any event within 30 days after the Issuer becomes obligated to make an Offer, the acquisitions or expenditures referred Issuer shall deliver to therein is entered into the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Company Issuer either in whole or its Restricted Subsidiary within in part (subject to prorating as described in Section 4.08(b) in the time period specified event the Offer is oversubscribed) in amounts of $2,000 and any greater integral multiple 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 clause and such notice (the “Purchase Date”). (ii) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the 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 Pari Passu Indebtedness included in the Offer for repurchase, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is subsequently applied being made and (C) the compliance of such allocation with the provisions of Section 4.08(a). By Noon New York City time on the Purchase Date, the Issuer shall irrevocably deposit with the Trustee or with a Paying Agent (or, if the Issuer or a Wholly Owned Subsidiary is acting as Paying Agent, segregate and hold in trust) an amount equal to the Offer Amount to be held for payment in accordance with such agreement within six months following such agreementthe provisions of this Section 4.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall company will not, and shall will 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, an Officer Directors of the Company or an officer of such Restricted Subsidiary with responsibility for such transactionSubsidiary, which determination shall be conclusive evidence of compliance with this provision)as the case may be, 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 or cash equivalents, Additional Assets or any combination thereof ; and (collectively, the “Cash Consideration”); 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):) 52 45 (Aa) first, to either (x) (i) prepay the extent Senior Credit Facility (and permanently reduce the Company elects commitments thereunder) and/or (or is required by the terms of any Indebtedness), to ii) prepay, repay, redeem or purchase Senior Indebtedness of (and permanently reduce the Company or commitments under) any Subsidiary Guarantor or other Indebtedness (other than any Disqualified Capital Stock) of the Company which ranks equally in right of payment with the Notes or Indebtedness (other than Disqualified Capital Stock) of a Wholly Owned Restricted Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate a Subsidiary of the Company) within one year from in an amount not to exceed the later of the date of such Asset Disposition other senior debt pro rata share or the receipt of such Net Available Cash; (By) secondacquire additional assets, 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 each case within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (Cb) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (a) of this paragraph, to make an offer pursuant to paragraph (b) below to the Holders to purchase Notes pursuant to and subject to the conditions contained in this Indenture; 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 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 of the Company) pursuant to and subject to the conditions contained in this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness pursuant to clause (Aa) or (Cb) aboveof this paragraph, the Company to any other application 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. Upon any Asset Disposition use not prohibited by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3)this Indenture. Notwithstanding the foregoing provisions of this Section 4.11Section, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 paragraph (b) below except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 paragraph (b) below exceeds $20.0 million. Pending application of million (at which time, the entire unutilized Net Available Cash Cash, and not just the amount in excess of $20.0 million, shall be applied pursuant to this Section 4.11, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtednessparagraph (b) below). For the purposes of this Section 4.114.15, the following are deemed to be cash or cash equivalents: : (1x) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities Subordinated Obligations) and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition and (2y) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration Securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 90 days of receipt. Notwithstanding closing the foregoingtransaction. (b) In the event of an Asset Disposition that requires the purchase of the Notes pursuant to clause (a)(iii)(b) above, the 75Company will be required to purchase Notes tendered pursuant to an offer by the Company for the Notes at a purchase price of 100% limitation referred to of their principal amount (without premium) plus accrued but unpaid interest, if any, in Section 4.11(a)(2accordance with the procedures (including prorating in the event of over subscription) shall be deemed satisfied with set forth below (the "Asset Disposition Offer"). (c) With respect to any Asset Disposition in which offer effected pursuant to this Section 4.15, among the cash or cash equivalents portion Notes, to the extent the aggregate principal amount of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal Notes tendered pursuant to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with offer exceeds the aforementioned 75% limitation. The requirement of Section 4.11(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 to be applied in accordance with to the repurchase thereof, such agreement within six months following Notes shall be purchased pro rata based on the aggregate principal amount of such agreementNotes tendered by each Holder.

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 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 evidenced by a resolution of all non-cash consideration) (as determined in good faith by the Board of Directors, Directors as set forth in an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provisionOfficers' Certificate delivered to the Trustee), of the shares and assets subject (ii) after giving effect to such Asset Disposition; (2) at least 75, the noncash consideration received in connection with all Asset Dispositions for the period beginning on the Issue Date through and including the date of such proposed Asset Disposition, less cash received in connection with the sale, disposition, transfer or other conversion of noncash consideration received in connection with Asset Dispositions during such period, does not exceed 5% of the consideration thereof received by the Company or Company's Consolidated Tangible Assets after giving effect to such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof Asset Disposition and (collectively, the “Cash Consideration”); 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 any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly Owned Restricted Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company, unless permitted pursuant to the last sentence of Section 4.07(b)) 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 or to make capital expenditures in the Oil and Gas Business 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 Notes Securities (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Notes Securities (and such other Senior Subordinated Indebtedness of the CompanyIndebtedness) pursuant to and subject to the conditions contained in this Indenture; provided, however, that in connection with any 49 49 prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11paragraph, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this Section 4.11 paragraph exceeds $20.0 10 million. Pending application of Net Available Cash pursuant to this Section 4.11covenant, 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 4.114.06, the following are deemed to be cash or cash equivalents: : (1x) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition (2which assumption shall also constitute a repayment of Indebtedness pursuant to the preceding paragraph) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securitiesy) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. (b) In the event of receipt. Notwithstanding an Asset Disposition that results in the foregoingpurchase of the Securities (and other Subordinated Indebtedness) pursuant to clause (a)(ii)(C) above, the 75Company will be required to purchase Securities tendered pursuant to an offer by the Company for the Securities (and other Subordinated Indebtedness) at a purchase price of 100% limitation referred of their principal amount (without premium) plus accrued but unpaid interest (or, in respect of such other Subordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of, or agreed to in Section 4.11(a)(2by the holders of, such Subordinated Indebtedness) 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 procedures (including prorating in the event of oversubscription) set forth in this Indenture. The Company shall not be required to make such an offer to purchase Securities (and other Subordinated Indebtedness) 50 50 pursuant to this covenant if the Net Available Cash available therefor is less than $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 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 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 (i) 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), (ii) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (iii) 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 after-tax basisOffer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers' Certificate as to (i) the amount of the Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (iii) the compliance of such allocation with the 51 51 provisions of Section 4.06(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. 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 greater than what the after-tax proceeds would portions thereof which have been had properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment to each tendering Holder in 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, the Trustee shall deliver the excess to the Company promptly after the expiration of the Offer Period for application in accordance with this Section. (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 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 Asset Disposition complied Holder is withdrawing his election to have such Security purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the 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 be 52 52 issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the aforementioned 75% limitationterms of this Section. The requirement of Section 4.11(a)(3)(B) A Security shall be deemed to be satisfied if have been accepted for purchase at the time the Trustee, directly or through an agreement agent, mails or delivers payment therefor to the surrendering Holder. (including a leased) The Company shall comply, whether a capital lease to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or an operating lease) committing regulations in connection with the repurchase of Securities pursuant to make this covenant. To the acquisitions extent that the provisions of any securities laws or expenditures referred to therein is entered into by regulations conflict with provisions of this Section 4.06, the Company or shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its Restricted Subsidiary within the time period specified in such obligations under this clause and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreementby virtue thereof.

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 (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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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, assets useful in a Permitted Business or cash equivalents, Additional Assets Permitted Securities; provided that the amount of any Designated Non-Cash Consideration received by the Company or any combination thereof of its Restricted Subsidiaries in such Asset Disposition shall be deemed cash for the purposes of this provision (collectivelybut for no other purpose) so long as such amount, taken together with the “Fair Market Value when received of all other Designated Non-Cash Consideration”Consideration that is at that time outstanding (i.e., that has not been sold for or otherwise converted into cash); , does not exceed $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 or any Company, Senior Indebtedness of a Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly Owned 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 or to make capital expenditures (including by means of an Investment in the Oil and Gas Business within one year from the later of the date of such Asset Disposition or the receipt of such Additional Assets by a Restricted Subsidiary with Net Available Cash; andCash 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 Offer (as defined in Section 3.09(b)) to purchase Notes pursuant to and subject to the holders conditions of Section 3.09(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 to holders of such other Senior Subordinated Indebtedness of the Company designated by the Companybeing purchased or repaid) to purchase the Notes (and to purchase or otherwise repay such other Senior Subordinated Indebtedness of the Company, and (4) pursuant to and subject fourth, to the conditions contained 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, however that in connection with any prepayment, repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition or retirement 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 purchased. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3)otherwise acquired for value. Notwithstanding the foregoing provisions of this Section 4.113.09, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 3.09 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which that is not applied in accordance with this Section 4.11 3.09 exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.11, 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 4.113.09, the following are deemed to be cash or cash equivalentscash: (1A) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company (other than obligations in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than contingent liabilities obligations in respect of Disqualified Stock and liabilities that are by their terms subordinated to Preferred Stock of a Subsidiary Guarantor) and the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or (2) an assignment agreement that includes, on such Indebtedness in lieu of connection with such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into);Asset Disposition and (2B) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. (b) In the event of receipt. Notwithstanding an Asset Disposition that requires the foregoingpurchase of Notes pursuant to Section 3.09(a)(iii)(3), the 75Company will be required (i) to purchase Notes tendered pursuant to an offer by the Company for the Notes (the “Offer”) at a purchase price of 100% limitation referred of their principal amount plus accrued and unpaid interest thereon to in Section 4.11(a)(2the date of purchase (subject to the right of Holders of record on the relevant date to receive interest due on the relevant interest payment date) 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 procedures, including prorating in the event of oversubscription, set forth in this Indenture and (ii) to purchase or otherwise repay other Senior Subordinated Indebtedness of 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 principal amount thereof, plus accrued and unpaid interest thereon to the date of acquisition, the Company shall not use any Net Available Cash to pay such purchase price, except as permitted by the next sentence. If the aggregate purchase price of Notes (and other Senior Subordinated Indebtedness) tendered pursuant to the Offer is less than the Net Available Cash allotted to the purchase of the Notes (and other Senior Subordinated Indebtedness), the Company shall apply the remaining Net Available Cash in accordance with Section 3.09(a)(iii)(4). The Company shall not be required to make an after-tax basis, Offer for Notes (and other Senior Subordinated Indebtedness) pursuant to this Section 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 equal to or greater less than what the after-tax proceeds would have been had such $25,000,000 for any particular Asset Disposition complied (which lesser amount will be carried forward for purposes of determining whether an Offer is required with respect to the aforementioned 75% limitation. The requirement of Section 4.11(a)(3)(BNet Available Cash from any subsequent Asset Disposition). (c) (i) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall be deemed obligated to be satisfied if an agreement (including 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 lease, whether a capital lease or an operating lease) committing written notice stating that the Holder may elect to make the acquisitions or expenditures referred to therein is entered into have its Notes purchased by the Company either in whole or its Restricted Subsidiary within in part (subject to prorating as hereinafter described in the time period 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 shall include (1) 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, (2) a description of material developments in the Company’s business subsequent to the date of the latest of such reports, and (3) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the address referred to in clause and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement(iii).

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 (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, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), Fair Market Value of the shares and or assets that are the subject to matter of such Asset Disposition; , (2ii) at least 7580% of the consideration thereof therefor received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof cash; and (collectively, the “Cash Consideration”); 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 Indebtednessthe Senior Credit Agreement), to prepay, repay, redeem repay or purchase such indebtedness incurred under the Senior Indebtedness Credit Agreement within 180 days after 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 Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to secure letter of credit obligations to the extent such related letters of credit have not been drawn upon or returned undrawn; (C) third, to the extent of the balance of Net Available Cash after application in ----- accordance with clauses (A) and (B), to the extent the Company or any such Restricted Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a 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) elects, within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; , to reinvest in Additional Assets; and (BD) secondfourth, 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 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), (B) and (BC), to make an offer (the "Offer") to purchase Securities pursuant and subject to the conditions of this Indenture to the holders of the Notes (and to holders Securities at a purchase price of other Senior Subordinated Indebtedness 100% of the Company designated by the Company) to purchase Notes (principal amount thereof plus accrued and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject unpaid interest to the conditions contained in this Indenturepurchase date; provided, however, that that, in connection with any -------- ------- prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by The Company shall not be required to make an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply offer for Securities pursuant to this Section 3.10 if the Net Available Cash therefrom available therefor (after application of the proceeds as provided in Section 4.11(a)(3clauses (A). Notwithstanding the foregoing provisions , (B) and (C)) is less than $15,000,000 (which lesser amount shall be carried forward for purposes of this Section 4.11, the Company and the Restricted Subsidiaries will not be determining whether an offer is required to apply any Net Available Cash in accordance with this Section 4.11 except respect to the extent that the aggregate Net Available Cash from all any subsequent Asset Dispositions which is not applied in accordance with this Section 4.11 exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.11, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtednessDisposition). For the purposes of this Section 4.113.10(a)(ii), the following are will be deemed to be cash or cash equivalents: cash: (1x) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness (other than Disqualified Capital Stock) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition and (2y) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary of the Company from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. (b) In the event of receipt. Notwithstanding an Asset Disposition that requires the foregoingpurchase of Securities pursuant to clause (iii)(D) of Section 3.10(a), the 75Company will be required to purchase Securities tendered pursuant to an offer by the Company for the Securities at a purchase price of 100% limitation referred of their principal amount plus accrued interest to in Section 4.11(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 purchase date in accordance with the foregoing provision on procedures (including prorating in the event of oversubscription) set forth in Section 3.10(c). (i) Promptly, and in any event within 10 days after the Company is required to make an after-tax basisOffer, 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 or her Securities purchased by the Company either in whole or in part (subject to prorating as hereinafter described in the event the Offer is equal oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. Such notice delivered to each Holder shall identify the Security, including CUSIP numbers, and shall specify the purchase date, which date shall not be less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date"), the place or greater places of payment and that the payment will be made upon presentation and surrender of the Security. (ii) Not later than what the after-tax proceeds would date upon which such written notice of an Offer is delivered to the Trustee and the Holders, the Company shall deliver to the Trustee an Officers' Certificate setting forth (A) the amount of the Offer (the "Offer Amount"), (B) the allocation of the Net Available Cash from the Asset Dispositions as a result of which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 3.10(a). Upon the expiration of the period (the "Offer Period") for which the Offer remains open, the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been had properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment to each tendering Holder in the amount of the purchase price of the Securities tendered by such Asset Disposition complied Holder to the extent such funds are available to the Trustee. (iii) Holders electing to have a Security purchased will be required to surrender the Security, together with the aforementioned 75% limitationform entitled "Option of Holder to Elect Purchase" on the reverse of the Security duly executed, to the Company at the address specified in the notice prior to the expiration of the Offer Period. Each Holder will be entitled to withdraw its election if the Trustee or the Company receives, not later than one Business Day prior to the expiration of the Offer Period, a facsimile transmission or letter from such Holder setting forth the name of such Holder, the principal amount of the Security or Securities which were delivered for purchase by such Holder and a statement that such Holder is withdrawing its 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 will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (d) The requirement Company shall comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section 4.11(a)(3)(B) shall 3.10. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into have breached its obligations under this Indenture by the Company or its Restricted Subsidiary within the time period specified in such clause and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreementvirtue thereof.

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 Board of Directors (including as to the value of all non-cash consideration) (as determined in good faith by the Board of Directors, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), 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 or cash equivalents, Additional Assets or any combination thereof Cash Equivalents and (collectively, the “Cash Consideration”); 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, 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 any Subsidiary Guarantor or Indebtedness (other than any Disqualified Preferred Stock) of a Wholly 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 180 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 the Company elects, to acquire investment in Additional Assets or to make capital expenditures in the Oil and Gas Business 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 and in accordance with clauses (A) and (B), to make an offer to purchase (an "Offer") Notes and other pari passu debt obligations subject to a similar covenant (collectively, the holders "pari passu Notes") at par plus accrued and unpaid interest, if any, thereon; and (D) fourth, to the extent of the Notes balance of such Net ------ Available Cash after application in accordance with clauses (A), (B) and to holders of (C), for other Senior Subordinated Indebtedness of the Company designated general corporate purposes not prohibited by the Company) to purchase Notes (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture; provided, however, that that, in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11provisions, the Company and the its Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this Section 4.11 exceeds covenant exceed $20.0 5 million. Pending application of The Company shall not be required to make an Offer for the Notes and for the pari passu Notes pursuant to this covenant if the Net Available Cash pursuant available therefor (after application of the proceeds as provided in clauses (A) and (B)) are 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 4.11, such the Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.11, the following are deemed to be cash or cash equivalents: (1) from any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability or (2) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered intosubsequent Asset Disposition); (2) any non-Cash Consideration received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days of receipt. Notwithstanding the foregoing, the 75% limitation referred to in Section 4.11(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 4.11(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.

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 or such Subsidiary, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision)as the case may be, of the shares and assets subject to such Asset Disposition; (2) Disposition and at least 7570% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); andand 83 91 (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 any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a 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 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 or to make capital expenditures in the Oil and Gas Business 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 cause Luxco to make an offer to the holders of the 9% Notes (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase the 9% Notes (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in this the 9% Indenture relating thereto; (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), to cause Luxco to make an offer to the holders of the 7 7/8% Notes and the 7 3/8% Notes 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 7 7/8% Notes and the 7 3/8% Notes pursuant to and subject to the conditions contained in the 7 7/8% Indenture and the 7 3/8% Indenture, respectively; and (E) fifth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B), (C) and (D), to cause the Note Issuer to make an offer to the holders of the Securities on a pro rata basis to purchase the Securities pursuant to and subject to the conditions contained in the Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance repayment or other acquisition or retirement for value purchase of Indebtedness pursuant to clause (A), (C), (D) or (CE) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11the immediately preceding paragraph, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.11 paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this Section 4.11 paragraph exceeds $20.0 million20,000,000. Pending application of Net Available Cash pursuant to this Section 4.11covenant, 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 4.11covenant, the following are deemed to be cash or cash equivalents: : (1x) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, assumption of Indebtedness of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee release of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability or on such Indebtedness in connection with such Asset Disposition; and (2y) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration securities received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged are promptly converted by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days cash. 84 92 (b) In the event of receipt. Notwithstanding an Asset Disposition that requires the foregoingpurchase of the Securities pursuant to clause (a)(2)(E) above, the 75% limitation referred to in Section 4.11(a)(2) Note Issuer shall be deemed satisfied required to purchase the Securities tendered pursuant to an offer by the Note Issuer for the Securities at a purchase price of 100% of the principal amount 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 respective holders of the 9% Notes, the 7 3/8% Notes and the 7 7/8% Notes as to the amount of the 9% Notes, the 7 3/8% Notes and the 7 7/8% to be purchased pursuant to the offer to repurchase the 9% Notes, the 7 3/8% Notes and the 7 7/8% made pursuant to clause (a)(2)(C) above or clause (a)(2)(D) above, as the case may be, stating: (i) that an Asset Disposition that requires the purchase of the Securities pursuant to clause (a)(2)(E) 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 in an amount not to exceed the balance of Net Available Cash from such Asset Disposition after application in accordance with clauses (A), (B), (C) and (D) of this covenant; (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 shall 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 or integral multiples thereof. The Note Issuer shall not be required to make such an offer to purchase Securities pursuant to this covenant if the Net Available Cash available therefor is less than $20,000,000 (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to any subsequent Asset Disposition Disposition). Each Security shall be subject to repurchase only in which the cash amount of $1,000 or cash equivalents integral multiples thereof. Upon presentation of any Security repurchased in part only, the Note Issuer shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Note Issuer, a new Security (and the Guarantors shall execute their Guaranties to be endorsed thereon) of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the consideration received therefromSecurity so presented and having the same Issue Date, determined in accordance Stated Maturity and terms. If a Global Security is so surrendered, such new Security shall also be a new Global Security. (c) The Note Issuer shall, and the Company shall cause the Note Issuer to, comply, to the extent applicable, with the foregoing provision on an after-tax basis, is equal to requirements of Section 14(e) of the Exchange Act and any other securities laws or greater than what the after-tax proceeds would have been had such Asset Disposition complied regulations in connection with the aforementioned 75% limitation. The requirement repurchase of Section 4.11(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.Securities

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 (including as to the value of all non-cash consideration) (value, as determined in good faith by the Company's senior management or the Board of Directors, an Officer or an officer Directors (including as to 54 47 the value of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provisionall noncash consideration), 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 or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); 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 any Subsidiary Guarantor or (y) Indebtedness (other than any Disqualified Stock) of a Wholly 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 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 make capital expenditures prepay, repay or purchase (1) Senior Indebtedness or (2) Indebtedness (other than any Disqualified Stock) of a Wholly-Owned Subsidiary (in each case other than Indebtedness owed to the Oil and Gas Business Company); and (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; 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 (each, an "Offer") to the holders of the Notes purchase Securities (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Notes ), pro rata tendered at 100% of the principal amount thereof (and or 100% of the accreted value of such other Senior Subordinated Indebtedness, if such Senior Subordinated Indebtedness of the Companywas issued at a discount) pursuant to plus accrued and subject unpaid interest, if any, thereon to the conditions contained in this Indenture; provided, however, that in connection with any prepayment, repayment, date of purchase, repurchase, redemption, defeasance or other acquisition or retirement for value 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. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.11, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.11 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.11 exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.11, 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 4.11, the following are deemed to be cash or cash equivalents: (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee of any such assets pursuant to (1) a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability or (2) an assignment agreement that includes, in lieu of such 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 respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) any non-Cash Consideration received by the Company or any Restricted Subsidiary from the transferee that is converted, monetized, sold or exchanged by the Company or such Restricted Subsidiary into cash or cash equivalents within 120 days of receipt. Notwithstanding the foregoing, the 75% limitation referred to in Section 4.11(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 4.11(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.