Common use of Disposition of Proceeds of Asset Sales Clause in Contracts

Disposition of Proceeds of Asset Sales. The Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted Affiliate, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents; provided that the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceeds."

Disposition of Proceeds of Asset Sales. The Company shall (a) Alderwoods will not, and shall will not permit any of its Restricted Subsidiaries (other than Rose Hills Holding Corp., a Delaware corporation, or any Subsidiary or Restricted Affiliate thereof) to, make any Asset Sale unless (ai) the Company Alderwoods or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) except with respect to assets listed on Schedule 4.12 hereto, at least 75% of such consideration consists of cash or Cash Equivalents; provided that . To the amount extent the Net Cash Proceeds of any liabilities Asset Sale are not required to be applied to repay, and permanently reduce the commitments under, the Exit Facility (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed as required by the transferee terms thereof) or are applied to payment of Two-Year Notes, Five-Year Notes, Seven-Year Notes or Subordinated Notes (or with respect to assets of Rose Hills Holding Corp., a Delaware corporation, or any such assets pursuant of its Subsidiaries, to an agreement that unconditionally releases repay Indebtedness under the Company Rose Hills Credit Agreement or the Rose Hills Indenture), Alderwoods or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) may, within 270 days of such Asset Sale, apply the such Net Cash Proceeds from any to an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (the business of Alderwoods and its Restricted Subsidiaries as existing on the Measurement Date or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary businesses reasonably related thereto ("Replacement AssetsREPLACEMENT ASSETS"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, the Exit Facility or Two-Year Notes, Five-Year Notes, Seven-Year Notes or Subordinated Notes (or with respect to assets of Rose Hills Holding Corp., a Delaware corporation, or any Restricted Subsidiary of its Subsidiaries, to repay Indebtedness as set forth in clause (iiunder the Rose Hills Credit Agreement or the Rose Hills Indenture) of the preceding sentence or nor invested in Replacement Assets within the 365270-day period as set forth described above exceeding, in clause (iii) shall the aggregate, $10,000,000 in any fiscal year of Alderwoods constitute "Excess ProceedsEXCESS PROCEEDS" subject to disposition as provided below."

Disposition of Proceeds of Asset Sales. The Company shall (a) Alderwoods will not, and shall will not permit any of its Restricted Subsidiaries (other than Rose Hills Holdings Corp., a Delaware corporation, or any Subsidiary or Restricted Affiliate thereof) to, make any Asset Sale unless (ai) the Company Alderwoods or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) except with respect to assets listed on Schedule 4.12 hereto, at least 75% of such consideration consists of cash or Cash Equivalents; provided that . To the amount extent the Net Cash Proceeds of any liabilities Asset Sale are not required to be applied to repay, and permanently reduce the commitments under, the Exit Facility (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed as required by the transferee terms thereof) or are applied to payment of Two-Year Notes, Five-Year Notes or Seven-Year Notes (or with respect to assets of Rose Hills Holding Corp., a Delaware corporation, or any such assets pursuant of its Subsidiaries, to an agreement that unconditionally releases repay Indebtedness under the Company Rose Hills Credit Agreement or the Rose Hills Indenture), Alderwoods or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) may, within 270 days of such Asset Sale, apply the such Net Cash Proceeds from any to an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (the business of Alderwoods and its Restricted Subsidiaries as existing on the Measurement Date or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary businesses reasonably related thereto ("Replacement AssetsREPLACEMENT ASSETS"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, the Exit Facility or Two-Year Notes, Five-Year Notes or Seven-Year Notes (or with respect to assets of Rose Hills Holding Corp., a Delaware corporation, or any Restricted Subsidiary of its Subsidiaries, to repay Indebtedness as set forth in clause (iiunder the Rose Hills Credit Agreement or the Rose Hills Indenture) of the preceding sentence or nor invested in Replacement Assets within the 365270-day period as set forth described above exceeding, in clause (iii) shall the aggregate, $10,000,000 in any fiscal year of Alderwoods constitute "Excess ProceedsEXCESS PROCEEDS" subject to disposition as provided below."

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash EquivalentsEquivalents or Replacement Assets (as defined below); provided provided, however, that (i) the amount of any liabilities (other than Subordinated Indebtedness as shown on the most recent balance sheet of the Company or Indebtedness such Restricted Subsidiary) of a the Company or such Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases and (ii) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are converted within 90 days into cash or Restricted Affiliate, as Cash Equivalents (to the case may be, from further liability extent of the cash or Cash Equivalents received) shall be treated as deemed to be cash for the purposes of this Section 10.15provision; provided further, that the 75% limitation referred to in clause (b) will not apply to any Asset Sale in which the cash or Cash Equivalent portion of the consideration received therefrom, determined in accordance with the foregoing provision, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. The To the extent that the Net Cash Proceeds of any Asset Sale are not required to be applied to repay, and permanently reduce the commitments under, Senior Indebtedness of the Company or any Restricted Subsidiary, or are not so applied, the applicable Company or such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds Sale, within 360 days of any such Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereofSale, to an investment in properties and assets that will be replace the properties and assets that were the subject of such Asset Sale or in properties and assets that are used or useful in a Permitted Business (the business of the Company and its Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result Person, the principal portion of whose assets consist of such investment to the extent such person owns properties and property or assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("“Replacement Assets"”). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Senior Indebtedness as set forth in clause (ii) of the preceding sentence or Company, nor invested in Replacement Assets within the 365such 360-day period constitute “Excess Proceeds” subject to disposition as set forth provided below. When the aggregate amount of Excess Proceeds equals or exceeds $10,000,000, the Company shall make an offer to purchase (an “Asset Sale Offer”), from all holders of the Securities, an aggregate principal amount of Securities equal to such Excess Proceeds, at a price in clause cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon to the Purchase Date (the “Asset Sale Offer Price”). To the extent that the aggregate principal amount of Securities tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use such deficiency for general corporate purposes. The Securities shall be purchased by the Company, at the option of the Holder thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice is given to Holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act. If Securities purchasable at an aggregate Purchase Price in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Asset Sale Offer to Purchase, the Company shall purchase Securities on a pro rata basis, based on the Purchase Price therefor, or such other method as the Trustee shall deem fair and appropriate (subject in each case to applicable rules of the Depositary and any securities exchange upon which the Securities may then be listed), with such adjustments as may be deemed appropriate so that only Securities in denominations of $1,000 principal face amount or integral multiples thereof shall be purchased. Notwithstanding the foregoing, if the Company is required to commence an Asset Sale Offer at any time when securities of the Company ranking pari passu in right of payment with the Securities are outstanding and the terms of such securities provide that a similar offer must be made with respect to such other securities, then the Asset Sale Offer for the Securities shall be made concurrently with such other offers and securities of each issue will be accepted on a pro rata basis in proportion to the aggregate principal amount of securities of each issue which the holders thereof elect to have purchased. Any Asset Sale Offer will be made only to the extent permitted under, and subject to prior compliance with, the terms of agreements governing Senior Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero. On the Purchase Date under this Section 10.14, the Company shall (i) accept for payment (subject to proration as described in the Offer to Purchase) Securities or portions thereof tendered pursuant to the Asset Sale Offer, (ii) deposit with the Paying Agent money, in immediately available funds, sufficient to pay the purchase price of all Securities or portions thereof so tendered and accepted and (iii) deliver to the Trustee the Securities so accepted together with an Officer’s Certificate setting forth the Securities or portions thereof tendered to and accepted for payment by the Company. The Paying Agent shall constitute "promptly mail or deliver to the Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and make available for delivery to such Holders a new Security of like tenor equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer not later than the third business Day following the Asset Sale Offer Purchase Date. Whenever the aggregate amount of Excess ProceedsProceeds received by the Company and its Restricted Subsidiaries exceeds $10,000,000, such Excess Proceeds shall, prior to the purchase of Securities, be set aside by the Company or such Restricted Subsidiary, as the case may be, in a separate account pending (i) deposit with the Paying Agent of the amount required to purchase the Securities tendered in an Asset Sale Offer or (ii) delivery by the Company of the Asset Sale Offer Price to the Holders of the Securities validly tendered and not withdrawn pursuant to an Asset Sale Offer. Such Excess Proceeds may be invested in Cash Equivalents, as directed by the Company, having a maturity date which is not later than the earliest possible date for purchase of Securities pursuant to the Asset Sale Offer. The Company will be entitled to any interest or dividends accrued, earned or paid on such Cash Equivalents. The Company shall comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable, in the event that an Asset Sale occurs and the Company is required to purchase Securities as described above."

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiary or Restricted Affiliate Subsidiaries to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash EquivalentsEquivalents or Replacement Assets; provided provided, however, that (i) the amount of any liabilities Indebtedness (other than Subordinated Indebtedness as shown on the most recent balance sheet of the Company or Indebtedness such Restricted Subsidiary) of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary that is assumed by the transferee of such assets and (ii) any securities, notes or other obligations received by the Company or such Restricted Affiliate, as Subsidiary from such transferee that are converted within 30 days into cash or Cash Equivalents (to the case may be, from further liability extent of the cash or Cash Equivalents received) shall be treated as deemed to be cash for the purposes of this Section 10.15provision; and provided, further, that the 75% limitation referred to in clause (b) shall not apply to any Asset Sale in which the cash or Cash Equivalent portion of the consideration received therefrom determined in accordance with the foregoing provision is equal to or greater than what the after tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. The To the extent that the Net Cash Proceeds, or portions thereof, of any Asset Sale are not required to be applied to repay, and permanently reduce the commitments under Senior Indebtedness, Guarantor Senior Indebtedness or Indebtedness of a Foreign Restricted Subsidiary which is not a Guarantor, the Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company Proceeds, or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaidportions thereof, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds Sale, within 360 days of any such Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereofSale, to an investment in properties and assets that will be replace the properties and assets that were the subject of such Asset Sale or in properties and assets that (as determined in good faith by the Board of Directors of the Company or the Restricted Subsidiary, as the case may be) are used or useful in a Permitted Business (the business of the Company and its Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result Person, the principal portion of whose assets consist of such investment to the extent such person owns properties and property or assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds or portion thereof from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Senior Indebtedness, Guarantor Senior Indebtedness or Indebtedness of a Foreign Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or which is not a Guarantor, nor invested in Replacement Assets within the 365such 360-day period as set forth in clause (iii) shall constitute "Excess Proceeds" subject to disposition as provided below. When the aggregate amount of Excess Proceeds equals or exceeds $10,000,000, the Company shall make an offer to purchase (an "Asset Sale Offer"), from all holders of the Securities, an aggregate principal amount of Securities equal to such Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon to the Purchase Date (the "Asset Sale Offer Price"). To the extent that the aggregate principal amount of Securities tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use such deficiency for general corporate purposes. The Securities shall be purchased by the Company, at the option of the Holder thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice is given to Holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act. If Securities purchasable at an aggregate Purchase Price in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Asset Sale Offer to Purchase, the Company shall purchase Securities on a pro rata basis, based on the Purchase Price therefor, or such other method as the Trustee shall deem fair and appropriate (subject in each case to applicable rules of the Depository and any securities exchange upon which the Securities may then be listed), with such adjustments as may be deemed appropriate so that only Securities in denominations of $1,000 principal face amount or integral multiples thereof shall be purchased. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero. On the Asset Sale Offer Purchase Date, the Company shall (i) accept for payment (subject to proration as described in the Offer to Purchase) Securities or portions thereof tendered pursuant to the Asset Sale Offer, (ii) deposit with the Paying Agent money, in immediately available funds, sufficient to pay the purchase price of all Securities or portions thereof so tendered and accepted and (iii) deliver to the Trustee the Securities so accepted together with an Officer's Certificate setting forth the Securities or portions thereof tendered to and accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and make available for delivery to such Holders a new Security of like tenor equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer not later than the third Business Day following the Asset Sale Offer Purchase Date. Whenever the aggregate amount of Excess Proceeds received by the Company and its Restricted Subsidiaries exceeds $10,000,000, such Excess Proceeds shall, prior to the purchase of Securities, be set aside by the Company or such Restricted Subsidiary, as the case may be, in a separate account pending (i) deposit with the Paying Agent of the amount required to purchase the Securities tendered in an Asset Sale Offer or (ii) delivery by the Company of the Asset Sale Offer Price to the Holders of the Securities validly tendered and not withdrawn pursuant to an Asset Sale Offer. Such Excess Proceeds may be invested in Cash Equivalents, as directed by the Company, having a maturity date which is not later than the earliest possible date for purchase of Securities pursuant to the Asset Sale Offer. The Company will be entitled to any interest or dividends accrued, earned or paid on such Cash Equivalents. The Company shall comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable, in the event that an Asset Sale occurs and the Company is required to purchase Securities as described above."

Disposition of Proceeds of Asset Sales. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 7585% of such consideration consists of (A) cash or Cash Equivalents; provided that , (B) properties and capital assets to be used in the same line of business being conducted by the Company or any Restricted Subsidiary on the Issue Date or (C) Capital Stock in any Person which thereby becomes a Restricted Subsidiary whose assets consist primarily of properties and capital assets used in the same line of business being conducted by the Company or any Restricted Subsidiary on the Issue Date. The amount of any liabilities (i) Indebtedness (other than any Subordinated Indebtedness Indebtedness) of the Company or Indebtedness of a any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company or such and the Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully released shall be treated as deemed to be cash for purposes of this Section 10.15determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries and (ii) notes or other similar obligations received by the Company or the Restricted Subsidiaries from such transferee that are converted, sold or exchanged within thirty days of the related Asset Sale by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from of any such Asset Sale within 365 days of receipt thereof to (x) repay Indebtedness of the Company or any Restricted Subsidiary which is secured by a Lien on the assets or property of the Company or a Restricted Subsidiary which was the subject of such Asset Sale and permanently reduce any related commitment or (y) repay any Indebtedness (other than Subordinated Indebtedness and other than any Indebtedness owed to the Company or any Restricted Subsidiary) of the Company or any Guarantor in an amount not to exceed the Other Senior Debt Pro Rata Share and permanently reduce any related commitment, or (ii) commit in writing to acquire, construct or improve properties and capital assets to be used in the same line of business as being conducted by the Company or any Restricted Subsidiary on the Issue Date and so apply such Net Cash Proceeds within 365 days after the receipt thereof. To the extent all or part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to are not applied, or the Company or a Restricted Subsidiary determines not to so apply such Net Cash Proceeds, within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth described in clause (i) or (ii) of the immediately preceding sentence paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 20 days after such 365th day or invested at any earlier time after such Asset Sale, make an offer to purchase (the "Asset Sale Offer") all Outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to such Unutilized Net Cash Proceeds, at a purchase price in Replacement Assets within cash equal to 100% of the 365-principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date fixed for purchase of Securities validly tendered and not withdrawn, which date shall not be earlier than the 20th Business Day following the mailing of the Asset Sale Offer or later than the last day such Asset Sale Offer is required to remain open by applicable law (the "Asset Sale Offer Purchase Date"); provided, however, that the Asset Sale Offer may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $10.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph. With respect to any Asset Sale Offer effected pursuant to this Section 10.15, among the Securities, to the extent the aggregate principal amount of Securities tendered pursuant to such Asset Sale Offer exceeds the Unutilized Net Cash Proceeds to be applied to the repurchase thereof, such Securities shall be purchased pro rata based on the aggregate principal amount of such Securities tendered by each Holder. To the extent the Unutilized Net Cash Proceeds exceed the aggregate amount of Securities tendered by the Holders of the Securities pursuant to such Asset Sale Offer, the Company may retain and utilize any portion of the Unutilized Net Cash Proceeds not applied to repurchase the Securities for any purpose consistent with the other terms of this Indenture. Notice of an Asset Sale Offer shall be mailed by the Company not more than 20 days after the obligation to make such Asset Sale Offer arises to the Holders of Securities at their last registered addresses with a copy to the Trustee and the Paying Agent. The Asset Sale Offer shall remain open from the time of mailing for at least 20 Business Days or such longer period as set forth in clause (iii) may be required by applicable law. The notice, which shall constitute "Excess Proceeds."govern the terms of the Asset Sale Offer, shall include such disclosures as are required by law and shall state:

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 7580% of such consideration consists of cash or Cash Equivalents; provided that the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary that are assumed (and from which the Company or such Restricted Affiliate, as Subsidiary is unconditionally released) in connection with such Asset Sale by the case may be, from further liability transferee or purchaser of such assets or on behalf of such transferee or purchaser by a third party shall be treated as deemed to be cash for purposes of this Section 10.15clause (ii); provided, further, that up to $25.0 million of consideration in the aggregate that is not in the form of cash or Cash Equivalents may be received in excess of the amount permitted by the foregoing provisions during the term of the Securities. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the such Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of an Issuer or any Subsidiary Guarantor of the Company or any Subsidiary Guarantor in an amount not exceeding the Other Senior Debt Pro Rata Share of Excess Proceeds and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the such Net Cash Proceeds from such Asset Sale by within 365 days of the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate receipt thereof to the extent distributed to the Company or a Restricted Subsidiary to repay Indebtedness (other than Subordinated Indebtedness) of any Restricted Subsidiary Indebtedness (other than a Subsidiary Guarantor) and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the such Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, of receipt thereof to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities Equity Interests of any person Person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Person's operations consist of Permitted BusinessBusinesses) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or nor invested in Replacement Assets within the such 365-day period as set forth in clause (iii) shall constitute "Excess Proceeds."

Disposition of Proceeds of Asset Sales. (a) The Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, make engage in any Asset Sale unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets Properties sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents; provided that the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Asset Sale, (ii) all of the consideration received by the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any in respect of such Asset Sale by consists of cash, Cash Equivalents, Liquid Securities or Exchanged Properties ("Permitted Consideration"); provided, however, that the Company or a and its Restricted Subsidiary and the Net Cash Proceeds of Subsidiaries shall be permitted to receive any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (Property other than Subordinated IndebtednessPermitted Consideration, so long as the aggregate Fair Market Value (determined on the date of each Asset Sale) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share such Property other than Permitted Consideration received from Asset Sales and elect to permanently reduce the amount of the commitments thereunder held by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary at any one time shall not exceed 10.0% of Adjusted Consolidated Net Tangible Assets and ("Replacement Assets"iii) the Company delivers to the Trustee an Officers' Certificate (which Officers' Certificate shall be conclusive) certifying that such Asset Sale complies with clauses (i) and (ii) of this Section 10.17(a). Notwithstanding anything herein to the contrary, in the event The amount (without duplication) of any Asset Sale Indebtedness (other than Subordinated Indebtedness or Pari Passu Indebtedness) of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a such Restricted Subsidiary and that is expressly assumed by the Other Partner on a pro rata basis transferee in accordance with their respective equity interests. Any Net Cash Proceeds from any such Asset Sale that are neither used and with respect to repaywhich the Company or such Restricted Subsidiary, and permanently reduce as the commitments undercase may be, any Restricted Subsidiary Indebtedness as set forth in is unconditionally released by the holder of such Indebtedness, shall be deemed to be cash or Cash Equivalents for purposes of clause (ii) and shall also be deemed to constitute a repayment of, and a permanent reduction in, the amount of such Indebtedness for purposes of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceedsnext following paragraph."

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiary or Restricted Affiliate Subsidiaries to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash EquivalentsEquivalents or Replacement Assets (as defined below); provided provided, however, that (i) the amount of any liabilities (other than Subordinated Indebtedness as shown on the most recent balance sheet of the Company or Indebtedness such Restricted Subsidiary) of a the Company or such Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases and (ii) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are converted within 30 days into cash or Restricted Affiliate, as Cash Equivalents (to the case may be, from further liability extent of the cash or Cash Equivalents received) shall be treated as deemed to be cash for the purposes of this Section 10.15provision; provided further, that the 75% limitation referred to in clause (b) will not apply to any Asset Sale in which the cash or Cash Equivalent portion of the consideration received therefrom, determined in accordance with the foregoing provision, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. The To the extent that the Net Cash Proceeds of any Asset Sale are not required to be applied to repay, and permanently reduce the commitments under, Senior Indebtedness of the Company or any Restricted Subsidiary, or are not so applied, the applicable Company or such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds Sale, within 360 days of any such Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereofSale, to an investment in properties and assets that will be replace the properties and assets that were the subject of such Asset Sale or in properties and assets that are used or useful in a Permitted Business (the business of the Company and its Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result Person, the principal portion of whose assets consist of such investment to the extent such person owns properties and property or assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("“Replacement Assets"”). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Senior Indebtedness as set forth in clause (ii) of the preceding sentence or Company, nor invested in Replacement Assets within the 365such 360-day period constitute “Excess Proceeds” subject to disposition as set forth provided below. When the aggregate amount of Excess Proceeds equals or exceeds $10,000,000, the Company shall make an offer to purchase (an “Asset Sale Offer”), from all holders of the Securities, an aggregate principal amount of Securities equal to such Excess Proceeds, at a price in clause cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon to the Purchase Date (the “Asset Sale Offer Price”). To the extent that the aggregate principal amount of Securities tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use such deficiency for general corporate purposes. The Securities shall be purchased by the Company, at the option of the Holder thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice is given to Holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act. If Securities purchasable at an aggregate Purchase Price in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Asset Sale Offer to Purchase, the Company shall purchase Securities on a pro rata basis, based on the Purchase Price therefor, or such other method as the Trustee shall deem fair and appropriate (subject in each case to applicable rules of the Depositary and any securities exchange upon which the Securities may then be listed), with such adjustments as may be deemed appropriate so that only Securities in denominations of $1,000 principal face amount or integral multiples thereof shall be purchased. Notwithstanding the foregoing, if the Company is required to commence an Asset Sale Offer at any time when securities of the Company ranking pari passu in right of payment with the Securities are outstanding and the terms of such securities provide that a similar offer must be made with respect to such other securities, then the Asset Sale Offer for the Securities shall be made concurrently with such other offers and securities of each issue will be accepted on a pro rata basis in proportion to the aggregate principal amount of securities of each issue which the holders thereof elect to have purchased. Any Asset Sale Offer will be made only to the extent permitted under, and subject to prior compliance with, the terms of agreements governing Senior Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero. On the Purchase Date under this Section 10.14, the Company shall (i) accept for payment (subject to proration as described in the Offer to Purchase) Securities or portions thereof tendered pursuant to the Asset Sale Offer, (ii) deposit with the Paying Agent money, in immediately available funds, sufficient to pay the purchase price of all Securities or portions thereof so tendered and accepted and (iii) deliver to the Trustee the Securities so accepted together with an Officer’s Certificate setting forth the Securities or portions thereof tendered to and accepted for payment by the Company. The Paying Agent shall constitute "promptly mail or deliver to the Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and make available for delivery to such Holders a new Security of like tenor equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer not later than the third business Day following the Asset Sale Offer Purchase Date. Whenever the aggregate amount of Excess ProceedsProceeds received by the Company and its Restricted Subsidiaries exceeds $10,000,000, such Excess Proceeds shall, prior to the purchase of Securities, be set aside by the Company or such Restricted Subsidiary, as the case may be, in a separate account pending (i) deposit with the Paying Agent of the amount required to purchase the Securities tendered in an Asset Sale Offer or (ii) delivery by the Company of the Asset Sale Offer Price to the Holders of the Securities validly tendered and not withdrawn pursuant to an Asset Sale Offer. Such Excess Proceeds may be invested in Cash Equivalents, as directed by the Company, having a maturity date which is not later than the earliest possible date for purchase of Securities pursuant to the Asset Sale Offer. The Company will be entitled to any interest or dividends accrued, earned or paid on such Cash Equivalents. The Company shall comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable, in the event that an Asset Sale occurs and the Company is required to purchase Securities as described above."

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 7580% of such consideration consists of cash or Cash Equivalents; provided that the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary that are assumed (and from which the Company or such Restricted Affiliate, as Subsidiary is unconditionally released) in connection with such Asset Sale by the case may be, from further liability transferee or purchaser of such assets or on behalf of such transferee or purchaser by a third party shall be treated as deemed to be cash for purposes of this Section 10.15clause (ii); provided, further, that up to $25.0 million of consideration in the aggregate that is not in the form of cash or Cash Equivalents may be received in excess of the amount permitted by the foregoing provisions during the term of the Securities. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the such Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of an Issuer or any Subsidiary Guarantor of the Company or any Subsidiary Guarantor in an amount not exceeding the Other Senior Debt Pro Rata Share of Excess Proceeds and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the such Net Cash Proceeds from such Asset Sale by within 365 days of the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary receipt thereof to repay Indebtedness (other than Subordinated Indebtedness) of any Restricted Subsidiary Indebtedness (other than a Subsidiary Guarantor) and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the such Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, of receipt thereof to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities Equity Interests of any person Person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Person's operations consist of Permitted BusinessBusinesses) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or nor invested in Replacement Assets within the such 365-day period as set forth in clause (iii) shall constitute "Excess Proceeds."

Disposition of Proceeds of Asset Sales. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 75% of such consideration consists of cash or Cash Equivalents; provided that the . The amount of any liabilities Indebtedness (other than any Subordinated Indebtedness Indebtedness) of the Company or Indebtedness of a any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company or such and the Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully and unconditionally released shall be treated as deemed to be cash for purposes of this Section 10.15determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from of any such Asset Sale within 360 days of receipt thereof to repay Senior Indebtedness and permanently reduce any related commitment, or (ii) make an Investment in properties and capital assets that will be used in the business of the Company and its Restricted Subsidiaries existing on the date of the Indenture or in businesses reasonably related thereto (as determined in good faith by the Company's Board of Directors). The Company shall be deemed to have made an Investment under clause (ii) within 360 days so long as (A) it has signed a written commitment within 360 days of any Asset Sale to undertake such an Investment and (B) the Company makes such Investment within two years after the Asset Sale. To the extent all or a Restricted Subsidiary and part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary are not applied within 365 360 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth described in clause (i) or (ii) of the immediately preceding sentence or invested in Replacement Assets within paragraph (such Net Cash Proceeds not so applied, the 365-day period as set forth in clause (iii) shall constitute "Excess Proceeds."), the Company shall, within 45 days after such 360th day, make an Asset Sale Offer for all outstanding Notes and other Senior Subordinated Indebtedness, pro rata up to a maximum principal amount (expressed as a multiple of $1,000) of Notes and other Senior Subordinated Indebtedness equal to such Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof (or the accreted value of such other Senior Subordinated Indebtedness, if such other Senior Subordinated Indebtedness is issued at a discount), plus accrued and unpaid interest thereon, if any, to the Purchase Date; provided, however, that the Asset Sale Offer may be deferred until there are aggregate Excess Proceeds equal to or in excess of $10.0 million, at which time the entire amount of such Excess Proceeds, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. With respect to any Asset Sale Offer effected pursuant to this covenant, among the Notes, to the extent the aggregate principal amount of Notes and other Senior Subordinated Indebtedness tendered pursuant to such Asset Sale Offer exceeds the Excess Proceeds to be applied to the repurchase thereof, such Notes and other Senior Subordinated Indebtedness shall be purchased pro rata based on the aggregate principal amount of such Notes and other Senior Subordinated Indebtedness tendered (or the accreted value of such other Senior Subordinated Indebtedness, if such other Senior Subordinated Indebtedness is issued at a discount) by each holder of Notes and such other Senior Subordinated Indebtedness. To the extent the Excess Proceeds exceed the aggregate amount of Notes and other Senior Subordinated Indebtedness tendered pursuant to such Asset Sale Offer, the Company may retain and utilize any portion of the Excess Proceeds not applied to repurchase the Notes and other Senior Subordinated Indebtedness for any purpose consistent with the other terms of this Indenture. In the event that the Company makes an Asset Sale Offer for the Notes and other Senior Subordinated Indebtedness, the Company shall comply with any applicable securities

Disposition of Proceeds of Asset Sales. The Company A. Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company Borrower or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 7585% of such consideration consists of (A) cash or Cash Equivalents; provided that , (B) properties and capital assets to be used in the same or related lines of business being conducted by Borrower or any Restricted Subsidiary at such time or (C) Equity Interests in one or more Persons which thereby become Restricted Subsidiaries whose assets consist primarily of properties and capital assets used in the same or related lines of business being conducted by Borrower or any Restricted Subsidiary at such time. The amount of any liabilities (i) Indebtedness (other than any Subordinated Indebtedness Indebtedness) of Borrower or Indebtedness of a any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which Borrower and the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully released shall be treated as deemed to be cash for purposes of this Section 10.15. The Company determining the percentage of cash consideration received by Borrower or the applicable Restricted SubsidiarySubsidiaries and (ii) notes or other similar obligations received by Borrower or the Restricted Subsidiaries from such transferee that are converted, as sold or exchanged within thirty days of the case may be, may (i) apply the Net Cash Proceeds from any such related Asset Sale by Borrower or the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate Subsidiaries into cash shall be deemed to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company be cash, in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate equal to the extent distributed to net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the Company percentage of cash consideration received by Borrower or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess ProceedsSubsidiaries."

Disposition of Proceeds of Asset Sales. The Company Issuer shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, make any consummate an Asset Sale unless (ai) the Company Issuer or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale sale or other disposition at least equal to the Fair Market Value fair market value thereof, as determined in good faith by the Board of Directors of the shares or assets sold or otherwise disposed of Issuer and evidenced in a Board Resolution; and (bii) at least not less than 75% of the consideration received by the Issuer or such consideration consists Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. Within 365 days after the receipt of any Net Available Cash from an Asset Sale, the Issuer or the applicable Restricted Subsidiary may apply such Net Available Cash to: (A) acquire all or substantially all of the assets of a Related Business; provided (B) acquire Voting Stock of a Related Business from a Person that is not a Subsidiary of the Issuer; provided, that, (x) after giving effect thereto, the Issuer or its Restricted Subsidiary owns a majority of such Voting Stock and (y) such acquisition is otherwise made in accordance with this Indenture, including, without limitation, the covenant in Section 4.06; (C) make a capital expenditure or acquire other long-term assets that are used or useful in a Related Business; or (D) prepay, repay, redeem or purchase Indebtedness outstanding under the New Senior Credit Agreement. To the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B), (C) or (D) ("Excess Proceeds"), the Issuer shall make an Offer to Holders of the Securities to purchase Securities and an offer to holders of Pari Passu Indebtedness to repurchase such Indebtedness pursuant to and subject to the conditions set forth below. Notwithstanding the foregoing provisions, the Issuer and its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance herewith except to the extent that the amount aggregate Net Available Cash from all Asset Sales which are not applied in accordance with this covenant exceeds $10.0 million. Pending application of Net Available Cash pursuant to this covenant, such Net Available Cash shall be invested in Permitted Investments. For the purposes of this covenant, the following are deemed to be cash: (x) the assumption by the transferee of Indebtedness of the Issuer (other than Indebtedness that is subordinated to the Securities and other than any Disqualified Equity Interest of the Issuer) or Indebtedness of any Restricted Subsidiary and the release of the Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Sale; (y) securities received by the Issuer or any Restricted Subsidiary from the transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 20 days of the applicable Asset Sale (to the extent of the cash received); and (z) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's most recent balance sheet) of the Issuer or any Restricted Subsidiary (other than Subordinated Indebtedness contingent liabilities and liabilities that are by their terms subordinated to the Securities or Indebtedness of a Restricted any Subsidiary that would not constitute Restricted Subsidiary IndebtednessGuarantee thereof) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that unconditionally releases the Company Issuer or any such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as cash for purposes liability. When the aggregate amount of this Section 10.15. The Company Excess Proceeds exceeds $10.0 million or more, the applicable Restricted Subsidiary, as the case may be, may (i) Issuer will apply the Net Cash Excess Proceeds to the repayment of the Securities and any other Pari Passu Indebtedness outstanding with similar provisions requiring the Issuer to make an offer to purchase such Indebtedness with the proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale as follows: (A) the Issuer will make an offer to purchase (an "Offer") from all holders of the Securities in accordance with the procedures set forth in this Indenture in the maximum principal amount (expressed as a multiple of $1,000) of Securities that may be purchased out of an amount (the "Security Amount") equal to the product of such Excess Proceeds multiplied by a Restricted Affiliate fraction, the numerator of which is the outstanding principal amount of the Securities, and the denominator of which is the sum of the outstanding principal amount of the Securities and such Pari Passu Indebtedness (subject to proration in the event such amount is less than the aggregate Offered Price (as defined herein) of all Securities tendered) and (B) to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of required by such Pari Passu Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the principal amount of such Pari Passu Indebtedness, the commitments thereunder Issuer will make an offer to purchase or otherwise repurchase or redeem Pari Passu Indebtedness (a "Pari Passu Offer") in an amount (the "Pari Passu Debt Amount") equal to the excess of the Excess Proceeds over the Security Amount; provided that in no event will the Issuer be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Indebtedness. The offer price of the Securities will be payable in cash in an amount equal to 100% of the Accreted Value of the Securities plus accrued and unpaid interest, if any, to the date (the "Offer Date") such Offer is consummated 44 -38- (the "Offered Price"), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate Offered Price of the Securities tendered pursuant to the Offer is less than the Security Amount relating thereto or the aggregate amount of Pari Passu Indebtedness that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Issuer may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Securities and Pari Passu Indebtedness surrendered by holders thereof exceeds the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactionsExcess Proceeds, the Restricted Affiliate Group Trustee shall select the Securities to be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner purchased on a pro rata basis in accordance with their respective equity interestsbasis. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce Upon the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) completion of the preceding sentence or invested in Replacement Assets within purchase of all the 365-day period as set forth in clause (iii) Securities tendered pursuant to an Offer and the completion of a Pari Passu Offer, the amount of Net Available Cash, if any shall constitute "Excess Proceedsbe reset at zero."

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiary or Restricted Affiliate Subsidiaries to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of the consideration in such consideration Asset Sale, plus all other Asset Sales since the Issue Date on a cumulative basis, consists of cash or Cash Equivalents; provided provided, however, that the amount of any liabilities Indebtedness (other than Subordinated Indebtedness as shown on the most recent balance sheet of the Company or Indebtedness such Restricted Subsidiary) of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary that is assumed by the transferee of such assets as a result of which the Company and its Restricted Subsidiaries are no longer liable thereon, and any securities, notes or other obligations received by the Company or such Restricted Affiliate, as Subsidiary from such transferee that are converted within 60 days into cash or Cash Equivalents (to the case may be, from further liability extent of the cash or Cash Equivalents received) shall be treated as deemed to be cash for the purposes of this Section 10.15provision. The To the extent that the Net Cash Proceeds, or portion thereof, of any Asset Sale are not applied to repay, and permanently reduce the commitments under Senior Indebtedness or Guarantor Senior Indebtedness in accordance with the terms thereof, the Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company Proceeds, or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaidportion thereof, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds Sale, within 360 days of any such Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereofSale, to an investment in properties and assets that will be replace the properties and assets that were the subject of such Asset Sale or in properties and assets that (as determined in good faith by the Board of Directors of the Company or the Restricted Subsidiary, as the case may be) are used or useful in a Permitted Business (the business of the Company and its Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result Person, the principal portion of whose assets consist of such investment to the extent such person owns properties and property or assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Senior Indebtedness as set forth or Guarantor Senior Indebtedness in clause (ii) of accordance with the preceding sentence or terms thereof nor invested in Replacement Assets within the 365such 360-day period as set forth in clause (iii) shall will constitute "Excess Proceeds."" subject to disposition as provided below. When the aggregate amount of Excess Proceeds equals or exceeds $10,000,000, the Company shall make an Offer to Purchase, from all Holders of the Securities and any then outstanding Pari Passu Indebtedness required to be repurchased or repaid on a permanent basis in connection with an Asset Sale, an aggregate principal amount of Securities and any then outstanding Pari Passu Indebtedness equal to such Excess Proceeds as follows:

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate of its Subsidiaries to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents; provided that the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.15of. The Company or the applicable Restricted such Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from of any Asset Sale within 180 days of receipt thereof to permanently repay Indebtedness or (ii) commit in writing within 180 days of the receipt of such Net Cash Proceeds to acquire properties and capital assets (including franchises and licenses required to own or operate any such Asset Sale assets or properties) to be used in the same line of business being conducted by the Company or a Restricted Subsidiary any of its Subsidiaries at such time and to incur other capital expenses and so apply such Net Cash Proceeds within 270 days of the receipt thereof. To the extent all or part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate is not so applied or committed to the extent distributed be applied within 180 days of such Asset Sale, or if committed to be applied actually applied within 270 days of such Asset Sale, the Company or a Restricted Subsidiary any of its Subsidiaries shall, within 365 270 days of the receipt thereof such Asset Sale, make an offer to repay purchase (an "Asset Sale Offer") from all Holders of Notes up to a maximum principal amount (expressed as a multiple of Indebtedness (other than Subordinated Indebtedness$1,000) of Notes equal to such Net Cash Proceeds, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, that the Company in may defer the Asset Sale Offer until there are an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the aggregate unutilized Net Cash Proceeds from such Asset Sales equal to or in excess of $5.0 million, at which time the entire unutilized amount of such Net Cash Proceeds, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to this paragraph. The Asset Sale Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. To the extent an Asset Sale Offer is oversubscribed, Notes shall be purchased among Holders on a proportionate basis (based on the relative aggregate principal amounts validly tendered for purchase by Holders thereof). To the extent the Asset Sale Offer is not fully subscribed to by the Holders of the Notes, the Company or a Restricted Subsidiary may retain and utilize any unutilized portion of the Net Cash Proceeds for any purpose consistent with the other terms of this Indenture. The Company will comply with Rule 14e-1 under the Exchange Act and any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment laws and regulations thereunder to the extent such person owns laws and regulations are applicable, in the event that an Asset Sale occurs and the Company is required to purchase Notes as described above. In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Subsidiaries as an entirety to a Person in a transaction permitted under Article Eight, the successor corporation shall be deemed to have sold the properties and assets that will of the Company and its Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Subsidiaries deemed to be used sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. Notwithstanding the foregoing, until all obligations with respect to the Designated Senior Indebtedness are paid in a Permitted Business) of full, the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of may make any Asset Sale of all or substantially all of not prohibited by any agreements governing the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Designated Senior Indebtedness and other liabilities of apply the proceeds from such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis Asset Sale in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceedssuch agreements."

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash cash, Cash Equivalents or Cash EquivalentsQualified Consideration; provided that the following shall be treated as cash for purposes of this Section 10.15: (x) the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as ("assumed liabilities") and (y) the amount of any notes or other obligations that within 30 days of receipt, are converted into cash for purposes (to the extent of this Section 10.15the cash received). The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the such Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted an Internet Service Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted an Internet Service Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceeds."90 -83-

Disposition of Proceeds of Asset Sales. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale unless (ai) the Company or such the Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of for the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalentsof; provided that the amount aggregate Fair Market Value of the consideration received from any liabilities Asset Sale that is not in the form of cash or cash equivalents (in U.S. dollars or freely convertible into U.S. dollars) will not, when aggregated with the Fair Market Value of all other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed noncash consideration received by the transferee Company and its Restricted Subsidiaries from all previous Asset Sales since the date hereof that has not been converted into cash or cash equivalents (in U.S. dollars or freely convertible into U.S. dollars), exceed five percent of any such assets pursuant to an agreement that unconditionally releases the Consolidated Tangible Net Assets of the Company or such Restricted Subsidiary or Restricted Affiliate, as at the case may be, from further liability shall be treated as cash for purposes time of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale under consideration, and (ii) the Company will apply or will cause one or more of its Restricted Subsidiaries to apply an amount equal to the aggregate Net Proceeds received by the Company or a any Restricted Subsidiary and the Net Cash Proceeds of any from all Asset Sale by a Restricted Affiliate Sales occurring subsequent to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof date hereof as follows: (A) to repay an amount of any outstanding Indebtedness (other than Subordinated Indebtedness) of the Company in an amount that is not exceeding subordinated to the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount Notes or other Indebtedness of the commitments thereunder by Company, or to the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds payment of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay Indebtedness of any Restricted Subsidiary Indebtedness and elect that is not subordinated to permanently reduce the commitments thereunder by the amount Subsidiary Guarantee of the Indebtedness so repaid such Restricted Subsidiary, in each case within one year after such Asset Sale; or (iiiB) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in acquire properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) businesses of the Company or and its Restricted Subsidiaries existing on the date of this Indenture within one year after such Asset Sale, provided, however, that (x) in the case of applications contemplated by clause (ii)(A) the payment of such Indebtedness will result in a permanent reduction in committed amounts, if any, under the Indebtedness repaid at least equal to the amount of the payment made, (y) in the case of applications contemplated by clause (ii)(B), the Board of Directors has, within such one year period, adopted in good faith a resolution committing such Net Proceeds to such use and (z) none of such Net Proceeds shall be used to make any Restricted Subsidiary ("Replacement Assets")Payment. Notwithstanding anything herein The amount of such Net Proceeds neither used to repay the contrary, Indebtedness described above nor used or invested as set forth in the event of any Asset Sale of all or substantially all of preceding sentence constitutes "Excess Proceeds." Notwithstanding the properties or assets of any Restricted Affiliate Groupabove, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used is subject to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess ProceedsSection 5.01 hereof will not be subject to this Section 4.11 hereof."

Disposition of Proceeds of Asset Sales. (a) The Company shall Issuer will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate of its Subsidiaries to, and will to the fullest extent of the rights available to it under the relevant contractual and organizational documents not permit its Significant Joint Ventures to, make any Asset Sale unless (a) the Company Issuer or such Restricted Subsidiary or such Restricted Affiliateentity, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% 75 per cent. of such consideration consists of cash or Cash Equivalents; provided that Equivalents or the amount assumption of any liabilities (Indebtedness of the Issuer or such Subsidiary or such Significant Joint Venture or other than Subordinated obligations relating to such assets and release from all liability on the Indebtedness or Indebtedness other obligations assumed, or such consideration consists of a Restricted Subsidiary (x) property or assets that would not constitute Restricted Subsidiary Indebtedness) that are assumed will be owned by the transferee Issuer, or a Subsidiary or a Significant Joint Venture of any such assets pursuant the Issuer and are to an agreement be used in a telecommunications business or in related activities or services that unconditionally releases thereafter will be conducted by the Company Issuer or such Restricted Subsidiary or Restricted Affiliatesuch Significant Joint Venture or (y) Capital Stock or other securities issued by a party to the transaction or an Affiliate thereof, as which Capital Stock or other securities are freely tradeable and which are sold for cash within 90 days of the case may be, from further liability shall be treated as cash for purposes consummation of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by in connection with which they were acquired. To the Company or a Restricted Subsidiary and extent the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount are not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used be applied to repay, and permanently reduce the commitments under, any Restricted Senior Indebtedness or Indebtedness of a Subsidiary or Indebtedness of a Significant Joint Venture or are not so applied, the Issuer or such entity, as set forth the case may be, within 360 days of such Asset Sale, will apply such Net Cash Proceeds to an investment in clause (ii) properties and assets that replace the properties and assets that were the subject of the preceding sentence such Asset Sale or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceeds."properties and assets that

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiary or Restricted Affiliate Subsidiaries to, make any consummate an Asset Sale unless (ai) the Company (or such the Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (as conclusively determined by a resolution of the shares Board of Directors of the Company set forth in an Officer's Certificate delivered to the Trustee) of the assets or assets Equity Interests issued or sold or otherwise disposed of and (bii) at least 75% of the consideration therefor received by the Company or such consideration consists Restricted Subsidiary is in the form of (x) cash or Temporary Cash EquivalentsInvestments or (y) property or assets that are used or useful in a Permitted Business; provided that for purposes of this provision, the amount of (A) any liabilities (other than Subordinated Indebtedness as shown on the Company's or Indebtedness such Restricted Subsidiary's most recent balance sheet or in the notes thereto), of a the Company or any Restricted Subsidiary (other than, in the case of an Asset Sale by the Company, liabilities that would not constitute Restricted Subsidiary Indebtednessare by their terms subordinated to the Securities) that are assumed by the transferee of any such assets pursuant to an agreement and (B) any securities or other obligations received by the Company or any such Restricted Subsidiary from such transferee that unconditionally releases are immediately converted by the Company or such Restricted Subsidiary into cash (or as to which the Company or such Restricted AffiliateSubsidiary has received at or prior to the consummation of the Asset Sale a commitment (which may be subject to customary conditions) from a nationally recognized investment, as merchant or commercial bank to convert into cash within 90 days of the case may be, from further liability consummation of such Asset Sale and which are thereafter actually converted into cash within such 90-day period) will be deemed to be cash (but shall not be treated as cash deemed to be Net Proceeds for purposes of this the following provisions until reduced to cash). Notwithstanding the foregoing, it will not be a violation of the foregoing provisions if the Company or a Restricted Subsidiary receives Investments as all or part of the consideration for an Asset Sale (which consideration is not otherwise permitted), if such Investments constitute Restricted Investments permitted by Section 10.15. The 3.08 Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Proceeds (i) apply the Net Cash Proceeds from to make a capital expenditure or to acquire other tangible assets, in each case, that are used or useful in any such Asset Sale by the Company Permitted Business or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate (ii) to the extent distributed not applied pursuant to clause (i), to permanently reduce Senior Debt (and, in the case of revolving credit loans, to correspondingly reduce commitments with respect thereto). Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "EXCESS PROCEEDS." When the aggregate amount of Excess Proceeds exceeds $5 million, the Company or a Restricted Subsidiary within 365 days will be required to make an offer to all Holders of the receipt thereof to repay an amount Securities and holders of any other Indebtedness (other than Subordinated Indebtedness) of the Company ranking on a parity with the Securities from time to time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Indebtedness with the proceeds from any Asset Sales, pro rata in proportion to the respective principal amounts of Securities and such other Indebtedness then outstanding (an "ASSET SALE OFFER") to purchase the maximum principal amount not exceeding of the Other Senior Debt Pro Rata Share Securities and elect such other Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash equal to permanently reduce 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase (the "PURCHASE PRICE"), in accordance with the procedures set forth below. To the extent that the aggregate amount of Securities and such other Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Securities and such other Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the commitments thereunder by the amount of the Securities and such other Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner purchased on a pro rata basis in accordance with their respective equity interestsbasis. Any Net Cash Proceeds from any Upon completion of an Asset Sale that are neither Offer, the amount of Excess Proceeds shall be reset at zero. No later than 5 Business Days after the date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Company shall notify the Trustee of such Asset Sale Offer and provide the Trustee with an Officer's Certificate setting forth the calculations used in determining the amount of Net Proceeds to repay, and permanently reduce be applied to the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause purchase of Securities. The Company shall commence or cause to be commenced the Asset Sale Offer on a date no later than 20 Business Days after such notice (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess ProceedsCOMMENCEMENT DATE")."

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiary or Restricted Affiliate Subsidiaries to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash EquivalentsEquivalents or Replacement Assets; provided provided, however, that the (i)the --------- ------- amount of any liabilities (other than Subordinated Indebtedness as shown on the most recent balance sheet of the Company or Indebtedness such Restricted Subsidiary) of a the Company or such Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases and (ii) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are converted within 30 days into cash or Restricted Affiliate, as Cash Equivalents (to the case may be, from further liability extent of the cash or Cash Equivalents received) shall be treated as deemed to be cash for the purposes of this Section 10.15provision; provided further, that the imitation referred to in clause (b) will not apply -------- ------- to any Asset Sale in which the 115 cash or Cash Equivalent portion of the consideration received therefrom, determined in accordance with the foregoing provision, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. The To the extent that the Net Cash Proceeds of any Asset Sale are not required to be applied to repay, and permanently reduce the commitments under, Senior Indebtedness of the Company, or are not so applied, the Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds Sale, within 360 days of any such Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereofSale, to an investment in proper ties and assets that replace the properties and assets that will be were the subject of such Asset Sale or in properties and assets that are used or useful in a Permitted Business (the business of the Company and its Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result Person, the principal portion of whose assets consist of such investment to the extent such person owns properties and property or assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Re placement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Senior Indebtedness as set forth in clause (ii) of the preceding sentence or Company, nor invested in Replacement Assets within the 365such 360-day period as set forth in clause (iii) shall constitute "Excess Proceeds" subject to disposition as provided below. When the aggregate amount of Excess Proceeds equals or exceeds $10,000,000, the Company shall make an offer to purchase (an "Asset Sale Offer"), from all holders of the Securities, an aggregate principal amount of Securities equal to such Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon to the Purchase Date (the "Asset Sale Offer Price"). To the extent that the aggregate principal amount of Securities tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use such deficiency for general corporate purposes. The Securities shall be purchased by the Company, at the option of the Holder thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice is given to Holders, or such later date as may be neces- sary for the Company to comply with the requirements under the Exchange Act. If Securities purchasable at an aggregate Purchase Price in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Asset Sale Offer to Purchase, the Company shall purchase Securities on a pro rata basis, based on --- ---- the Purchase Price therefor, or such other method as the Trustee shall deem fair and appropriate (subject in each case to applicable rules of the Depository and any securities exchange upon which the Securities may then be listed), with such adjustments as may be deemed appropriate so that only Securities in denominations of $1,000 principal face amount or integral multiples thereof shall be purchased. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero. On the Asset Sale Offer Purchase Date, the Company shall (i) accept for payment (subject to proration as described in the Offer to Purchase) Securities or portions thereof tendered pursuant to the Asset Sale Offer, (ii) deposit with the Paying Agent money, in immediately available funds, sufficient to pay the purchase price of all Securities or portions thereof so tendered and accepted and (iii) deliver to the Trustee the Securities so accepted together with an Officer's Certificate setting forth the Securities or portions thereof tendered to and accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and make available for delivery to such Holders a new Security of like tenor equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer not later than the third business Day following the Asset Sale Offer Purchase Date. Whenever the aggregate amount of Excess Proceeds received by the Company and its Restricted Subsidiaries exceeds $10,000,000, such Excess Proceeds shall, 117 prior to the purchase of Securities, be set aside by the Company or such Restricted Subsidiary, as the case may be, in a separate account pending (i) deposit with the Paying Agent of the amount required to purchase the Securities tendered in an Asset Sale Offer or (ii) delivery by the Company of the Asset Sale Offer Price to the Holders of the Securities validly tendered and not withdrawn pursuant to an Asset Sale Offer. Such Excess Proceeds may be invested in Cash Equivalents, as directed by the Company, having a maturity date which is not later than the earliest possible date for purchase of Securities pursuant to the Asset Sale Offer. The Company will be entitled to any interest or dividends accrued, earned or paid on such Cash Equivalents. The Company shall comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable, in the event that an Asset Sale occurs and the Company is required to purchase Securities as described above."

Disposition of Proceeds of Asset Sales. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) either (A) at least 75% of such consideration consists of cash or Cash Equivalents; provided that Equivalents or (B) at least 75% of such consideration consists of (x) properties and capital assets (including franchises and licenses required to own or operate such properties) to be used in the same lines of business being conducted by the Company or any Restricted Subsidiary at such time or (y) Equity Interests in one or more Persons which thereby become Wholly Owned Restricted Subsidiaries whose assets consist primarily of such properties and capital assets. The amount of any (i) liabilities (other than Subordinated Indebtedness of the Company or Indebtedness of a Restricted any Restrict ed Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company or such and the Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully released shall be treated as deemed to be cash for purposes of this Section 10.15determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries and (ii) notes or other similar obligations received by the Company or the Restricted Subsidiaries from such transferee that are immediately converted (or are converted within thirty days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from of any Asset Sale within 365 days of receipt thereof to repay (x) Indebtedness of the Company secured by a Lien on the property or assets subject to such Asset Sale or (y) Indebtedness of any Restricted Subsidiary and, in each case permanently reduce any related commitment; provided, however, that if Indebtedness under the -------- ------- revolving credit portion of the Senior Credit Facility is repaid, the Company need not reduce the commitments for such revolving credit portion, or (ii) commit in writing to acquire, construct or improve properties and capital assets (including franchises and licenses required to own or operate any such assets or properties) to be used in the same line of business being conducted by the Company or a any Restricted Subsidiary at such time and so apply such Net Cash Proceeds within 365 days of the receipt thereof. To the extent all or part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary are not so applied within 365 days of such Asset Sale (such Net Cash Proceeds, the receipt "Unutilized Net Cash Proceeds"), the Company shall, within 30 days of such ---------------------------- 365th day, make an Offer to Purchase from all Holders of Securities with an aggregate Accreted Value as of such Purchase Date equal to such Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of such Accreted Value thereof plus accrued and unpaid interest, if any, to repay an the applicable Purchase Date; provided, however, that the Offer to Purchase may be deferred until there -------- ------- are aggregate Unutilized Net Cash Proceeds equal to or in excess of $5.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to this paragraph. In the event that any other Indebtedness (other than Subordinated Indebtedness) of the Company in which ranks pari passu with the Securities requires the repayment or ---- ----- prepayment thereof, or an amount not exceeding offer to purchase to be made to repurchase such Indebtedness, upon the Other Senior Debt Pro Rata Share consummation of any Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to an Offer to Purchase to repay, prepay or offer to purchase such other Indebtedness and elect to permanently reduce an Offer to Purchase pro rata based upon (i) the amount aggregate Accreted Value of --- ---- the commitments thereunder by Securities then outstanding on the amount of the Indebtedness so repaid, applicable Purchase Date and (ii) apply the aggregate principal amount (or accreted amount, if less) of such other Indebtedness then outstanding on such Purchase Date. The Offer to Purchase shall remain open for a period of 20 Business Days or such longer period as may be required by law. To the extent the aggregate Accreted Value of Securities tendered pursuant to the Offer to Purchase exceeds the Unutilized Net Cash Proceeds, Securities shall be purchased among Holders on a proportionate basis (based on the relative aggregate Accreted Value of Securities validly tendered for purchase by Holders thereof). To the extent the Unutilized Net Cash Proceeds from such Asset Sale exceed the aggregate Accreted Value of Securities tendered by the Holders of the Securities pursuant to the Offer to Purchase, the Company or a Restricted Subsidiary may retain and utilize any portion of the Unutilized Net Cash Proceeds not applied to repurchase the Securities for any purpose consistent with the other terms of any Asset Sale by a Restricted Affiliate to this Indenture. In the extent distributed to event that the Company or a Restricted Subsidiary makes an Offer to repay Purchase the Securities, the Company shall comply with any Restricted Subsidiary Indebtedness applicable securities laws and elect to permanently reduce regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under, the commitments thereunder by the amount Exchange Act and any violation of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds provisions of any Asset Sale by a Restricted Affiliate this Indenture relating to the extent distributed such Offer to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate Purchase occurring as a result of such investment to compliance shall not be deemed an Event of Default or an event that with the extent such person owns properties and assets that will be used in a Permitted Business) passing of the Company time or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrarygiving of notice, in the event or both, would constitute an Event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess ProceedsDefault."

Disposition of Proceeds of Asset Sales. The Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents; provided that the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted AffiliateSubsidiary, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.155.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof (x) to repay an amount of Indebtedness (other than Subordinated IndebtednessIndebtedness and First-Lien Obligations) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share (computed after giving effect to any amount of Net Cash Proceeds used to repay First-Lien Obligations pursuant to clause (y) below) and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaidrepaid or (y) to repay First-Lien Obligations, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person Person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person Person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("“Replacement Assets"”). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used as described in clause (i)(x) of the preceding sentence or to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "“Excess Proceeds."” Any Excess Proceeds not used as set forth in clause (i)(y) of the second preceding sentence shall constitute “Offer Excess Proceeds” subject to disposition as provided below. When the aggregate amount of Offer Excess Proceeds equals or exceeds $10.0 million, the Company shall make an offer to purchase (an “Asset Sale Offer”), from all Holders issued under this Indenture, that aggregate principal amount of Notes as can be purchased by application of such Offer Excess Proceeds at a price in cash equal to 100% of the principal amount thereof plus, in each case, accrued and unpaid interest, if any, to the purchase date. Each Asset Sale Offer shall remain open for a period of 20 business days or such longer period as may be required by law. To the extent that the aggregate purchase price for the applicable issue of Notes tendered pursuant to an Asset Sale Offer is less than the Offer Excess Proceeds, the Company or any Restricted Subsidiary may use such deficiency for general corporate purposes. If the aggregate purchase price for the Notes validly tendered and not withdrawn by holders thereof exceeds the amount of Notes which can be purchased with the Offer Excess Proceeds, Notes to be purchased will be selected on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Offer Excess Proceeds shall be reset to zero. Notwithstanding the two immediately preceding paragraphs, the Company and the Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration of such Asset Sale constitutes Replacement Assets, cash or Cash Equivalents (including obligations deemed to be cash under this covenant) and (ii) such Asset Sale is for Fair Market Value; provided that any consideration constituting (or deemed to constitute) cash or Cash Equivalents received by the Company or any of the Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the two preceding paragraphs. Notice of an Asset Sale Offer shall be mailed by the Company not more than 20 Business Days after the obligation to make such Asset Sale Offer arises to the Holders of Notes at their last registered addresses with a copy to the Trustee and the Paying Agent. The Asset Sale Offer shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the date fixed for Purchase of Notes validly tendered and not withdrawn, which date shall be not later than the 30th Business Day following the mailing of such Asset Sale Offer (the “Asset Sale Offer Purchase Date”). The notice, which shall govern the terms of the Asset Sale Offer, shall include such disclosures as are required by law and shall state:

Disposition of Proceeds of Asset Sales. The Company shall Issuer will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, and will to the fullest extent of the rights available to it under the relevant contractual or Restricted Affiliate organizational documents not permit its Significant Joint Ventures to, make any Asset Sale unless (a) the Company Issuer or such Restricted Subsidiary or such Restricted Affiliateentity, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% 75 per cent. of such consideration consists of cash or Cash Equivalents; provided that Equivalents or the amount assumption of any liabilities (Indebtedness of the Issuer or such Subsidiary or such Significant Joint Venture or other than Subordinated obligations relating to such assets and release from all liability on the Indebtedness or Indebtedness other obligations assumed, or such consideration consists of a Restricted Subsidiary (x) property or assets that would not constitute Restricted Subsidiary Indebtedness) that are assumed will be owned by the transferee of any such assets pursuant Issuer, or a Subsidiary or a Significant Joint Venture and are to an agreement be used in a telecommunications business or in related activities or services that unconditionally releases thereafter will be conducted by the Company Issuer or such Restricted Subsidiary or Restricted Affiliatesuch Significant Joint Venture or (y) Capital Stock or other securities issued by a party to the transaction or an Affiliate thereof, as which Capital Stock or other securities are freely tradeable and which are sold for cash within 90 days of the case may be, from further liability shall be treated as cash for purposes consummation of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by in connection with which they were acquired. To the Company or a Restricted Subsidiary and extent the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate are not required to the extent distributed be applied to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share repay, and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by under Senior Indebtedness or Indebtedness of a Subsidiary or Indebtedness of a Significant Joint Venture or are not so applied, the amount Issuer or such entity, as the case may be, within 360 days of the Indebtedness so repaid or (iii) such Asset Sale, will apply the such Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in a Permitted Business (the business of the Issuer and such entities existing on the Issue Date or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary businesses reasonably related thereto ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments underunder Senior Indebtedness or Indebtedness of a Subsidiary or Indebtedness of a Significant Joint Venture, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or nor invested in Replacement Assets within the 365360-day period as set forth in clause (iii) shall described above constitute "Excess Proceeds" subject to disposition as provided below. When the aggregate amount of Excess Proceeds equals or exceeds U.S.$10,000,000, the Issuer shall make an offer to purchase (an "Asset Sale Offer"), from all holders of the Bonds, on a date not more than 40 Business Days thereafter, an aggregate principal amount of Bonds equal to such Excess Proceeds, at a price in cash equal to 100 per cent. of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date. To the extent that the aggregate principal amount of Bonds tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use such excess for general corporate purposes. If the aggregate principal amount of Bonds validly tendered and not withdrawn by holders thereof is less than the Excess Proceeds, Bonds to be purchased will be selected on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero. The making of any Asset Sale Offer under the Indenture may be prohibited by the terms of or result in an event of default under or require the consents of holders of Senior Indebtedness of the Issuer. The Issuer's obligations under its Senior Indebtedness represent obligations senior in right of payment to the Bonds. Consequently, the purchase of the Bonds by the Issuer pursuant to an Asset Sale Offer will be precluded, absent any required consent of the lenders under Senior Indebtedness or repayment of all amounts outstanding thereunder. There can be no assurance that the Issuer will have adequate resources to repay or refinance all Indebtedness owing under the Senior Indebtedness or to fund the purchase of the Bonds pursuant to an Asset Sale Offer."

Disposition of Proceeds of Asset Sales. (a) The Company shall will not, and shall will not permit any of the Restricted Subsidiary Subsidiaries to, directly or Restricted Affiliate toindirectly, make any Asset Sale unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares shares, properties or assets sold or otherwise disposed of and (bii) with respect to any Asset Sale for which the consideration exceeds $5,000,000, at least 75% of such consideration consists of cash and/or Cash Equivalents (with Indebtedness of the Company or Cash Equivalents; provided that the amount of any liabilities Restricted Subsidiary (other than Subordinated Indebtedness or Indebtedness of any Restricted Subsidiary that will cease to be a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtednessas a result of such Asset Sale) that are assumed by the transferee being counted as cash for all purposes of any such assets pursuant to an agreement that unconditionally releases this Section 1012(a) if the Company or such the Restricted Subsidiary is unconditionally released from any liability therefor). Net Cash Proceeds of any Asset Sale may be applied to repay Specified Indebtedness or Restricted AffiliateCredit Facility Obligations (but only if the commitments or amounts available to be borrowed under such Specified Indebtedness or the Credit Facility, as the case may be, from further liability shall be treated are permanently reduced by the amount of such payment). To the extent that such Net Cash Proceeds are not applied as cash for purposes of this Section 10.15. The provided in the preceding sentence, the Company or the applicable a Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount Sale, within 360 days of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any date of such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereofSale, to an investment in properties and assets that will be used in a Permitted Business (were the subject of such Asset Sale or in Capital Stock properties and other securities of any person assets that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment are similar to the extent such person owns properties and assets that will be used in a Permitted Business) the business of the Company and the Restricted Subsidiaries existing on the Issue Date or any Restricted Subsidiary in businesses reasonably related thereto ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repaynot applied as provided in the preceding two sentences, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) within 360 days of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall date of such Asset Sale, constitute "Excess Proceeds" subject to disposition as provided below."

Disposition of Proceeds of Asset Sales. The (a) Subject to the provisions set forth in Section 7.01 hereof, the Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale unless (ai) the Company or such the Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of for the shares or assets sold or otherwise disposed of and (b) at least 75% which will be determined in good faith by the Board of such consideration consists Directors of cash or Cash Equivalentsthe Company); provided provided, that the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days aggregate Fair Market Value of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds consideration received from any Asset Sale that is not in the form of cash or cash equivalents will not, when aggregated with the Fair Market Value of all other non-cash consideration received by the Company or a and its Restricted Subsidiary and Subsidiaries from all previous Asset Sales since the Net Cash Proceeds Issue Date for Securities of any series that has not been converted into cash or cash equivalents, exceed five percent of the Consolidated Tangible Net Assets of the Company at the time of the Asset Sale by a Restricted Affiliate to the extent distributed to under consideration, and (ii) the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to apply the extent such person owns properties and assets that will be used in a Permitted Business) of aggregate Net Proceeds received by the Company or any Restricted Subsidiary from all Asset Sales occurring subsequent to such Issue Date as follows: ("Replacement Assets"). Notwithstanding anything herein A) to repay any outstanding Indebtedness of the Company that is not subordinated to the contrarySecurities, in or other Indebtedness of the event Company, or to the payment of any Asset Sale of all or substantially all of the properties or assets Indebtedness of any Restricted Affiliate GroupSubsidiary, whether in a single transaction each case within one year after such Asset Sale or (B) to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that (as determined by the Board of Directors of the Company, whose determination will be conclusive) will be used in the businesses existing on the Issue Date of Securities of such 43 54 series of the Company and its Restricted Subsidiaries or in businesses reasonably related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, thereto within one year after providing for all Indebtedness and other liabilities such Asset Sale. The amount of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce repay the commitments under, any Restricted Subsidiary Indebtedness described above nor used or invested as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute constitutes "Excess Proceeds."

Disposition of Proceeds of Asset Sales. The Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale Sale, unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash cash, Cash Equivalents or Fully Traded Common Stock; provided, however, that to the extent that any Fully Traded Common Stock is received pursuant to such Asset Sale and required to satisfy the 75% requirement of this clause (b), the Fair Market Value of such Fully Traded Common Stock as of the date of disposition shall be treated as Net Cash Equivalents; provided that the Proceeds for all purposes of this covenant. The amount of any liabilities (other than Subordinated Indebtedness or i) Indebtedness of a the Company or any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company or such and the Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully released shall be treated as deemed to be cash for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries (but shall not be deemed Net Cash Proceeds for purposes of this Section 10.15covenant) and (ii) notes or other similar obligations received by the Company or the Restricted Subsidiaries from such transferee that are immediately converted, sold or exchanged by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply an amount of cash equal to the Net Cash Proceeds from of any such Asset Sale within 365 days (or 180 days in the case of any amount represented by any Fully Traded Common Stock that has not been converted into cash by such 180th day) of receipt thereof to repay Indebtedness of a Restricted Subsidiary, (ii) commit in writing to acquire, construct or improve operating properties and capital assets to be used by the Company or a Restricted Subsidiary and so apply an amount of cash equal to such Net Cash Proceeds within 365 days (or 180 days in the case of any amount represented by any Fully Traded Common Stock that has not been converted into cash by such 180th day) after the receipt thereof or (iii) apply an amount of cash equal to the Net Cash Proceeds of such Asset Sale within 365 days (or 180 days in the case of any amount represented by any Fully Traded Common Stock that has not been converted into cash by such 180th day) of receipt thereof to repay either (x) the Securities or (y) Pari Passu Debt not exceeding the Pari Passu Debt Pro Rata Share; provided, that the application of such proceeds pursuant to this clause (iii) may be delayed such that the application is contemporaneous with the closing of an Asset Sale Offer. The amount of cash equal to all or part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary that are not applied within 365 days (or 180 days) of such Asset Sale (or, in the receipt thereof to repay an amount case of Indebtedness clause (other than Subordinated Indebtednessiii) of the Company immediately preceding paragraph, to be applied contemporaneously with the closing of an Asset Sale Offer) as described in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaidclause (i), (ii) apply or (iii) of the immediately preceding paragraph shall constitute "Unutilized Net Proceeds." 40 When the aggregate amount of Unutilized Net Proceeds exceeds $5.0 million, the Company shall make an Offer to Purchase outstanding Securities up to a maximum principal amount or Accreted Value, as the case may be, of Securities equal to such Unutilized Net Proceeds, at a purchase price in cash equal to 100% of the principal amount or Accreted Value, as the case may be, thereof, plus accrued and unpaid interest thereon, if any, to the Purchase Date. To the extent that the aggregate amount of Securities tendered for repayment pursuant to the Asset Sale Offer is less than the Net Cash Proceeds from available for such Asset Sale by offer, such deficiency may be used for general corporate purposes. If the Company or a Restricted Subsidiary and aggregate amount of Securities validly tendered exceeds the Net Cash Proceeds of any Asset Sale by available for such offer, Securities to be purchased will be selected on a Restricted Affiliate to pro rata basis or as nearly pro rata as practicable. In the extent distributed to event that the Company or a Restricted Subsidiary makes an Offer to repay Purchase the Securities, the Company shall comply with any Restricted Subsidiary Indebtedness applicable securities laws and elect to permanently reduce regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under, the commitments thereunder by the amount Exchange Act, and any violation of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds provisions of any Asset Sale by a Restricted Affiliate this Indenture relating to the extent distributed such Offer to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate Purchase occurring as a result of such investment compliance shall not be deemed an Event of Default or an event that with the passing of time or giving of notice, or both, would constitute an Event of Default. Each Holder shall be entitled to tender all or any portion of the Securities owned by such Holder pursuant to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein Offer to Purchase, subject to the contrary, requirement that any portion of a Security tendered must be tendered in the event an integral multiple of $1,000 principal amount at maturity and subject to any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness proration among tendering Holders as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceedsdescribed above."

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents; provided that the following shall be treated as cash for purposes of this Section 10.15: (x) the amount of any liabilities Indebtedness (other than Subordinated Indebtedness Indebtedness) of the Company or Indebtedness of a any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee of any assets disposed of in such assets Asset Sale pursuant to an agreement that fully and unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability ("Assumed Indebtedness") and (y) the amount of any notes or other obligations that within 30 days of receipt are converted into cash (to the extent of the cash (after payment of any costs of disposition) so received). Notwithstanding the immediately preceding sentence, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with clause (b) of the immediately preceding sentence if at least 75% of the consideration for such Asset Sale consists of any combination of cash, Cash Equivalents and Permitted Business Assets (or in Capital Stock of any Person that will become a Restricted Subsidiary as a result of such investment if all or substantially all of the properties and assets of such Person are Permitted Business Assets); provided that any non-cash consideration (other than Permitted Business Assets received by the Company or any of its Restricted Subsidiaries in connection with such Asset Sale) that is converted into or sold or otherwise disposed of for cash or Cash Equivalents within 365 days after such Asset Sale and any Permitted Business Assets constituting cash or Cash Equivalents received by the Company or any Restricted Subsidiary shall be treated as cash for purposes constitute Net Cash Proceeds subject to the provisions of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary Sale, within 365 days of the receipt thereof thereof, to repay an amount the permanent reduction (whether by means of Indebtedness repayment, release pursuant to clause (other than Subordinated Indebtednessx) of the first sentence of this Section 10.15 or otherwise) of (A) Indebtedness of any Restricted Subsidiary and/or (B) Indebtedness of the Company ranking senior to or pari passu with the Notes, and, in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to each case, permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, and/or (ii) apply the such Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary Proceeds, within 365 days of the receipt thereof, to an investment in properties and assets (including leases of such properties or assets) that will be used or are usable in the same or a related line of business as that being conducted by the Company or any Restricted Subsidiary at the time of such Asset Sale or such investment therein (collectively, "Permitted Business Assets") (or in Capital Stock and other securities of any person Person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of if all or substantially all of the properties or and assets of any Restricted Affiliate Group, whether in a single transaction such Person are Permitted Business Assets). To the extent all or series part of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness not applied within 365 days of such Asset Sale as set forth described in clause (i) or (ii) of the preceding sentence or invested paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 20 Business Days after such 365th day, make an offer to purchase (an "Asset Sale Offer") all outstanding Notes up to a maximum principal amount (expressed as a multiple of $1,000) equal to the Note Pro Rata Share of Unutilized Net Cash Proceeds, at a purchase price in Replacement Assets within cash equal to 100% of the 365-day period as set forth principal amount thereof, plus accrued and unpaid interest, if any, to such purchase date; provided, however, that an Asset Sale Offer may be deferred by the Company until there are Unutilized Net Cash Proceeds equal to at least $5.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds (and not just the amount in clause (iiiexcess of $5.0 million) shall constitute be applied as required pursuant to this paragraph and the next following paragraph. If any other Indebtedness of the Company which ranks pari passu with the Notes (the "Excess Other Indebtedness"), including the 1998 Notes, requires that an offer to repurchase such Indebtedness be made upon the consummation of an Asset Sale, then the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to an Asset Sale Offer to offer to purchase such Other Indebtedness and to an Asset Sale Offer so long as the amount of such Unutilized Net Cash Proceeds applied to repurchase the Notes is not less than the Note Pro Rata Share of Unutilized Net Cash Proceeds. Any offer to purchase such Other Indebtedness shall be made at the same time as the Asset Sale Offer, and the purchase date in respect of any such offer to purchase and the Asset Sale Offer shall occur on the same day."

Disposition of Proceeds of Asset Sales. (a) The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 7585% of such consideration consists of (A) cash or Cash Equivalents; provided that , (B) properties and capital assets to be used in the same lines of business being conducted by the Company or any Restricted Subsidiary at such time, or (C) Equity Interests in one or more Persons which thereby become Restricted Subsidiaries whose assets consist primarily of properties and capital assets used in the same line of business being conducted by the Company or any Restricted Subsidiary at such time. The amount of any liabilities (i) Indebtedness (other than any Subordinated Indebtedness Indebtedness) of the Company or Indebtedness of a any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company or such and the Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully released shall be treated as deemed to be cash for purposes of this Section 10.15determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries and (ii) notes or other similar obligations received by the Company or the Restricted Subsidiaries from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within thirty days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from of any such Asset Sale within 375 days of receipt thereof to repay Senior Indebtedness and permanently reduce any related commitment, (ii) commit in writing to acquire, construct or improve properties and capital assets to be used in the same line of business being conducted by the Company or a any Restricted Subsidiary at such time and so apply such Net Cash Proceeds within 375 days after the receipt thereof, or (iii) apply the Net Cash proceeds of any Asset Sale within 375 days after receipt thereof to the making of any Investment which is permitted to be made under Section 4.06. To the extent all or part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary are not applied within 365 375 days of the receipt thereof to repay an amount of Indebtedness such Asset Sale as described in clause (other than Subordinated Indebtednessi), (ii) or (iii) of the immediately preceding paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 20 days after ---------------------------- such 375th day, make an Offer to Purchase all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Securities Portion of Unutilized Net Cash Proceeds. Such Offer to Purchase shall be made at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Purchase Date; provided, however, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $15.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $15.0 million, shall be applied as required pursuant to this paragraph. In the event that any other Indebtedness of the Company which ranks pari passu with the Securities (including the Senior Subordinated Discount Notes) (the "Other Indebtedness") requires that an offer to purchase to be made ------------------ to repurchase such Other Indebtedness upon the consummation of any Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to an Offer to Purchase to offer to purchase such Other Indebtedness and to an Offer to Purchase so long as the amount of such Unutilized Net Cash Proceeds applied to repurchase the Securities is not exceeding less than the Securities Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Offer to Purchase in respect thereof at the same time as the analogous offer to purchase is made under the Senior Subordinated Discount Note Indenture and pursuant to any Other Indebtedness and the Purchase Date in respect thereof shall be the same as the purchase date in respect thereof pursuant to the Senior Debt Pro Rata Share Subordinated Discount Note Indenture and elect pursuant to permanently reduce any Other Indebtedness. For purposes of this Section 4.05, "Securities Portion of Unutilized -------------------------------- Net Cash Proceeds" means the amount of the commitments thereunder by Unutilized Net Cash Proceeds equal to ----------------- the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Offer to Purchase related to such Unutilized Net Cash Proceeds (the "Securities Amount") and the denominator of which is the sum of the Securities ------------------ Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Indebtedness tendered pursuant to a concurrent offer to purchase such Other Indebtedness made at the time of such Offer to Purchase. With respect to any Offer to Purchase effected pursuant to this Section 4.05, as among the Securities, to the extent that the principal amount of the Indebtedness so repaid, (ii) apply Securities tendered pursuant to such Offer to Purchase exceeds the Securities Portion of Unutilized Net Cash Proceeds from with respect thereto, such Asset Sale Securities shall be purchased pro rata based on the principal amount of such Securities tendered by each Holder. To the Company or a Restricted Subsidiary and extent the Securities Portion of Unutilized Net Cash Proceeds exceed the aggregate amount of any Asset Sale Securities tendered by a Restricted Affiliate the Holders of the Securities pursuant to the extent distributed Offer to Purchase, the Company or a Restricted Subsidiary to repay may retain and utilize any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount portion of the Indebtedness so repaid or (iii) apply the Securities Portion of Unutilized Net Cash Proceeds from not applied to repurchase the Securities for any Asset Sale by purpose consistent with the other terms of this Indenture. In the event that the Company or a Restricted Subsidiary and makes an Offer to Purchase the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to Securities, the Company or a Restricted Subsidiary within 365 days thereofshall comply with any applicable securities laws and regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act, and any violation of the provisions of this Indenture relating to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate such Offer to Purchase occurring as a result of such investment to compliance shall not be deemed an Event of Default or an event that with the extent such person owns properties and assets that will be used in a Permitted Business) passing of the Company time or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrarygiving of notice, in the event or both, would constitute an Event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess ProceedsDefault."

Disposition of Proceeds of Asset Sales. (a) The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 75% of such consideration consists of (A) cash or Cash Equivalents; provided that , (B) properties and capital assets to be owned by the Company or any Restricted Subsidiary and to be used in a Related Business, or (C) Equity Interests in any Person which thereby becomes a Wholly Owned Restricted Subsidiary whose assets consist primarily of properties and capital assets used in a Related Business. The amount of any liabilities (i) Indebtedness (other than any Subordinated Indebtedness Indebtedness) of the Company or Indebtedness of a any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company or such and the Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully released shall be treated as deemed to be cash for purposes of this Section 10.15determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries and (ii) notes or other similar obligations received by the Company or the Restricted Subsidiaries from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within thirty days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from of any such Asset Sale within 365 days of receipt thereof to repay Senior Indebtedness and permanently reduce any related commitment, or (ii) commit in writing to acquire, construct or improve properties and capital assets to be owned by the Company or a any Restricted Subsidiary and to be used in a Related Business and so apply such Net Cash Proceeds within 365 days after the receipt thereof. To the extent all or part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary are not applied within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth described in clause (i) or (ii) of the immediately preceding sentence paragraph (such Net Cash Proceeds, the "UNUTILIZED NET CASH PROCEEDS"), the Company shall, within 20 days after such 365th day, make an Offer to Purchase all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to such Unutilized Net Cash Proceeds. Such Offer to Purchase shall be made at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Purchase Date; PROVIDED, HOWEVER, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or invested in Replacement Assets within excess of $5.0 million, at which time the 365-day period entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $5.0 million, shall be applied as set forth required pursuant to this paragraph. Each Holder shall be entitled to tender all or any portion of the Securities owned by such Holder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Security tendered must be tendered in clause an integral multiple of $1,000 principal amount and subject to any pro ration among tendering Holders as described in paragraph (iiib) shall constitute "Excess Proceedsbelow."

Disposition of Proceeds of Asset Sales. The Company shall not, and shall not cause or permit any Restricted Subsidiary Subsidiary, directly or Restricted Affiliate indirectly, to, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 75% of such consideration consists of (A) cash or Cash Equivalents; provided that , (B) properties and capital assets to be used in the same line of business being conducted by the Company or any Restricted Subsidiary at such time or (C) Capital Stock in any Person which thereby becomes a Restricted Subsidiary whose assets consist primarily of properties and capital assets used in the same line of business being conducted by the Company or any Restricted Subsidiary at such time. The amount of any liabilities (i) Indebtedness (other than any Subordinated Indebtedness Indebtedness) of the Company or Indebtedness of a any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company and the Restricted Subsidiaries are fully released and (ii) notes or other similar obligations received by the Company or the Restricted Subsidiaries from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within thirty days of the related Asset Sale) by the Company or the Restricted Subsidiary Subsidiaries into cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or Restricted Affiliateexchange, as the case may be, from further liability shall be treated as deemed to be cash for purposes of this Section 10.15determining the percentage of cash or Cash Equivalent consideration received by the Company or the Restricted Subsidiaries. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from of any such Asset Sale within 365 days of receipt thereof to permanently repay Senior Indebtedness or Indebtedness (for purposes of this clause, a repayment of any amount owing under a revolving credit facility shall be deemed a permanent repayment to the extent the amount represented by such repayment is not drawn upon by the Company for a period of six months after such repayment) of any Restricted Subsidiary that is not subordinated in right of payment to any Indebtedness of such Restricted Subsidiary, provided no such repayment shall affect the amount permitted under clause (i) of Section 10.11(b) or (ii) commit in writing within 365 days after the receipt thereof to acquire, construct or improve properties and capital assets to be used in the same line of business as being conducted by the Company or a any Restricted Subsidiary at such time and so apply such Net Cash Proceeds within 365 days after the receipt thereof. To the extent all or part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness are not applied (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contraryor, in the event case of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the immediately preceding sentence or invested paragraph, committed to be so applied in Replacement Assets writing) within the 365-day period 365 days of such Asset Sale as set forth described in clause (iiii) or (ii) of the immediately preceding paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 20 business days after such 365th day, make an offer to purchase (the "Asset Sale Offer") to all Holders of outstanding Notes up to a maximum principal amount (expressed as a multiple of $1,000) of Notes equal to such Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of such purchase; provided, however, that the Asset Sale Offer shall constitute "Excess Proceeds."not be required to be made until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $7.5 million, at which time the entire amount of such Unutilized Net Cash Proceds, and not just the amount in excess of $7.5 million, shall be applied as required pursuant to this paragraph. An Asset Sale Offer will be required to be kept open for a period of at least 20 business days after commencement thereof. Notice of an Asset Sale Offer shall be prepared and mailed by the Company with a copy to the Trustee not later than the 20th business day after the Company is obligated to make an Asset Sale Offer (in accordance with the immediately preceding paragraph) to each Holder at such Holder's registered address, stating:

Disposition of Proceeds of Asset Sales. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (ai) the Company or such Restricted Subsidiary or such Restricted Affiliate, as the case may be, receives consideration at the time of such Asset Sale at least equal to is for not less than the Fair Market Value fair market value of the shares or properties and assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents; provided that the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaidsold, (ii) apply at least 85% of the Net Cash Proceeds from such Asset Sale by consideration (not including the Company or a Restricted Subsidiary and the Net Cash Proceeds assumption of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary (other than Subordinated Indebtedness)) consists of cash, Cash Equivalents or Publicly Traded Stock (so long as prior to such Asset Sale the Board of Directors has made a determination as evidenced by a board resolution (which resolution shall promptly be filed with the Trustee), to sell such Publicly Traded Stock for cash within ten Business Days after the date of such Asset Sale and such Publicly Traded Stock does not constitute more than 30% of such 85%), except (A) in the case of an Asset Sale involving oil and gas properties, the consideration may consist solely or in part of tangible properties or direct or indirect interests in tangible properties to be used in the Company's or its Restricted Subsidiaries' Oil and Gas Business ("Replacement AssetsTANGIBLE BUSINESS PROPERTIES"). Notwithstanding anything herein ) having a fair market value at least equal to the contraryfair market value of the assets exchanged and (B) the Company and its Restricted Subsidiaries may enter into farmout transactions consistent with industry standards and otherwise in accordance with the terms of this Indenture including, in but not limited to, the event provisions of any Section 3.11, (iii) unless prior to the date of such Asset Sale the Board of all or substantially Directors has made a determination, as evidenced by a board resolution (which resolution shall promptly be filed with the Trustee), to use all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, Asset Sale that consist of cash and Cash Equivalents to the Company permanently repay or prepay Senior Indebtedness or Indebtedness of a Restricted Subsidiary within thirty days after the date of such Asset Sale, the Company could Incur an additional $1.00 of Indebtedness (other than Permitted Indebtedness) pursuant to Section 3.08 of this Indenture, (iv) within ten Business Days after the date of such Asset Sale, any Publicly Traded Stock required by a board resolution to be sold for cash, is sold for cash and (v) the Other Partner on a pro rata basis requirements set forth below are met. For purposes of the foregoing, in accordance the case of any required fair market value determination with their respective equity interests. Any Net Cash Proceeds from respect to any Asset Sale that are neither used to repayor Tangible Business Properties or Publicly Traded Stock acquired in connection with such Asset Sale having a fair market value in excess of $5 million, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceeds."such determination

Disposition of Proceeds of Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary or Restricted Affiliate Subsidiaries to, make any Asset Sale during any period when the Securities are not rated Investment Grade by S&P and Moodx'x (xx if either S&P or Moodx'x xxxs not make a rating of the Securities publicly available, by either S&P or Moodx'x xxx an equivalent rating by another Rating Agency (such period, the "Non-Investment Grade Period")) unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents; provided that . To the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and extent the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to consummated during the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof Non-Investment Grade Period are not required (a) to repay an amount of any Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder secured by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from assets subject to such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate pursuant to the extent distributed to the Company or a Restricted Subsidiary Liens permitted under this Indenture, (b) to repay any Restricted Subsidiary Indebtedness and elect incurred pursuant to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or clause (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Businessj) of the Company or any Restricted Subsidiary Section 4.04, ("Replacement Assets"). Notwithstanding anything herein c) to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used applied to repay, and permanently reduce the commitments under, any the Credit Agreement (as required by the terms thereof) or (d) to repay Indebtedness under the 1995 Notes or, in each case, are not so applied, the Company or such Restricted Subsidiary Indebtedness Subsidiary, as set forth the case may be, may, within 365 days of such Asset Sale, apply such Net Cash Proceeds to an investment in clause (ii) properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the businesses of the Company and its Restricted Subsidiaries existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"). Any Net Cash Proceeds from any Asset Sale consummated during the Non-Investment Grade Period that are neither used to repay Indebtedness, as specified in the immediately preceding sentence or sentence, nor invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall described above constitute "Excess Proceeds," subject to disposition as provided below in clause (b) of this Section 4.16."

Disposition of Proceeds of Asset Sales. (a) The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 75% of such consideration consists of (A) cash or Cash Equivalents; provided , or (B) properties and capital assets that will be used in the business of the Company and its Restricted Subsidiaries as existing at such time or in businesses reasonably related thereto (as determined in good faith by the Company's Board of Directors) ("Replacement Assets") or the Equity Interests of any Person engaged in a Permitted Business if, in connection with the receipt by the Company or any Restricted Subsidiary of such Equity Interests, (1) such Person becomes a Restricted Subsidiary and a Guarantor or (2) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or any Restricted Subsidiary that is a Guarantor. The amount of any liabilities Indebtedness (other than any Subordinated Indebtedness Indebtedness) of the Company or Indebtedness of a any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company or such and the Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully and unconditionally released shall be treated as deemed to be cash for purposes of this Section 10.15determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries within such period. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from of any such Asset Sale by within 360 days of receipt thereof to repay Senior Indebtedness and permanently reduce any related commitment, or (ii) make an Investment in Replacement Assets within such period. To the Company extent all or a Restricted Subsidiary and part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary are not applied within 365 360 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth described in clause (i) or (ii) of the immediately preceding sentence paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 45 days after such 360th day, make an Offer to Purchase all outstanding Notes, Securities and other Senior Subordinated Indebtedness, pro rata, up to a maximum principal amount (expressed as a multiple of $1,000) of Notes, Securities and other Senior Subordinated Indebtedness equal to such Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof (or invested the accreted value of such other Senior Subordinated Indebtedness, if such other Senior Subordinated Indebtedness is issued at a discount), plus accrued and unpaid interest thereon, if any, to the Purchase Date; provided, however, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in Replacement Assets within excess of $10.0 million, at which time the 365-day period entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $10.0 million, shall be applied as set forth in clause (iii) shall constitute "Excess Proceedsrequired pursuant to this paragraph."

Disposition of Proceeds of Asset Sales. (a) The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 75% of such consideration consists of (A) cash or Cash Equivalents, or (B) properties and capital assets that replace the properties and assets that were the subject of such Asset Sale or in properties and capital assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (as determined in good faith by the Company's Board of Directors) ("Replacement Assets"); provided provided, that, an exchange or sale of Equity Interests in any Subsidiary of the Company may be made without complying with clause (ii) (A) above; provided, further, that after giving effect to any such exchange or sale, the Company has a Consolidated Coverage Ratio of 2.50 to 1.0. The amount of any liabilities (other than Subordinated Indebtedness or Indebtedness other liabilities of a the Company or any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company or such and the Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully and unconditionally released shall be treated as deemed to be cash for purposes of this Section 10.15determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from of any such Asset Sale by within 365 days of receipt thereof to repay Senior Indebtedness or (ii) make an Investment in Replacement Assets. To the Company extent all or a Restricted Subsidiary and part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary are not applied within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth described in clause (i) or (ii) of the immediately preceding sentence paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 20 days after such 365th day, make an Offer to Purchase all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Notes Pro Rata Share, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Purchase Date; provided, however, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or invested in Replacement Assets within excess of $10 million, at which time the 365-day period entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $10 million, shall be applied as set forth in clause (iii) required pursuant to this paragraph. With respect to any Offer to Purchase effected pursuant to this covenant, to the extent the aggregate principal amount of Securities tendered pursuant to such Offer to Purchase exceeds the Unutilized Net Cash Proceeds to be applied to the repurchase thereof, such Securities shall constitute "Excess Proceedsbe purchased pro rata based on the aggregate principal amount of such Securities tendered by each Holder. To the extent the Unutilized Net Cash Proceeds exceed the aggregate amount of Securities tendered by the Holders of the Securities pursuant to such Offer to Purchase, the Company may retain and utilize any portion of the Unutilized Net Cash Proceeds not applied to repurchase the Securities for any purpose consistent with the other terms of this Indenture."

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiary or Restricted Affiliate Subsidiaries to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of the consideration in such consideration Asset Sale, plus all other Asset Sales since January 28, 1999 on a cumulative basis, consists of cash or Cash Equivalents; provided provided, however, that the amount of any liabilities Indebtedness (other than Subordinated Indebtedness as shown on the most recent balance sheet of the Company or Indebtedness such Restricted Subsidiary) of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary that is assumed by the transferee of such assets as a result of which the Company and its Restricted Subsidiaries are no longer liable thereon, and any securities, notes or other obligations received by the Company or such Restricted Affiliate, as Subsidiary from such transferee that are converted within 60 days into cash or Cash Equivalents (to the case may be, from further liability extent of the cash or Cash Equivalents received) shall be treated as deemed to be cash for the purposes of this Section 10.15provision. The To the extent that the Net Cash Proceeds, or portion thereof, of any Asset Sale are not applied to repay, and permanently reduce the commitments under Senior Indebtedness or Guarantor Senior Indebtedness in accordance with the terms thereof, the Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company Proceeds, or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaidportion thereof, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds Sale, within 360 days of any such Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereofSale, to an investment in properties and assets that will be replace the properties and assets that were the subject of such Asset Sale or in properties and assets that (as determined in good faith by the Board of Directors of the Company or the Restricted Subsidiary, as the case may be) are used or useful in a Permitted Business (the business of the Company and its Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result Person, the principal portion of whose assets consist of such investment to the extent such person owns properties and property or assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that has occurred on or after January 28, 1999 that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Senior Indebtedness as set forth or Guarantor Senior Indebtedness in clause (ii) of accordance with the preceding sentence or terms thereof nor invested in Replacement Assets within the 365such 360-day period as set forth in clause (iii) shall will constitute "Excess Proceeds."" subject to disposition as provided below. When the aggregate amount of Excess Proceeds equals or exceeds $10,000,000, the Company shall make an Offer to Purchase, from all Holders of the Securities and any then outstanding Pari Passu Indebtedness required to be repurchased or repaid on a permanent basis in connection with an Asset Sale, an aggregate principal amount of Securities and any then outstanding Pari Passu Indebtedness equal to such Excess Proceeds as follows:

Disposition of Proceeds of Asset Sales. (a) The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 75% of such consideration consists of cash or Cash Equivalents; provided that the principal amount (or accreted value) of any liabilities (i) Indebtedness (other than any Subordinated Indebtedness or Indebtedness Pari Passu Debt) of a the Company or any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully and unconditionally released shall be deemed to be cash for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries and (ii) notes or other similar obligations received by the Company or the Restricted Subsidiaries from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within thirty days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. With respect to any such assets pursuant to an agreement that unconditionally releases Asset Sale, the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any of such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Senior Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from of such Asset Sale by the Company to acquire, construct or improve properties and capital assets to be used in a Related Business or to acquire Equity Interests in any Person which thereby becomes a Restricted Subsidiary whose assets consist primarily of properties and the Net Cash Proceeds of any Asset Sale by capital assets used in a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid Related Business or (iii) apply the Net Cash Proceeds from of any Asset Sale by within 365 days of receipt thereof to repay Pari Passu Debt not exceeding the Pari Passu Debt Pro Rata Share. Notwithstanding the foregoing, in the event a Restricted Subsidiary that is not a Wholly-Owned Restricted Subsidiary dividends or distributes to all of its stockholders on a pro rata basis any Net Cash Proceeds to the Company or a another Restricted Subsidiary, the Company or such Restricted Subsidiary and need only apply its share of such Net Cash Proceeds in accordance with the preceding clause (i), (ii) or (iii). To the extent all or part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary are not applied within 365 days of such Asset Sale as described in clause (i), (ii) or (iii) or the proviso of the first paragraph of this Section 4.05 (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 20 days after such 365th day, make an Offer to Purchase all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to such Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, to an investment in properties plus accrued and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment unpaid interest thereon, if any, to the extent such person owns properties and assets Purchase Date; provided, however, that will the Offer to Purchase may be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the deferred until there are aggregate Unutilized Net Cash Proceeds therefromequal to or in excess of $10.0 million, after providing for all Indebtedness and other liabilities at which time the entire amount of such Restricted Affiliate GroupUnutilized Net Cash Proceeds, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph. Each Holder shall be entitled to tender all or any portion of the Securities owned by such Holder pursuant to the Company or Offer to Purchase, subject to the requirement that any portion of a Restricted Subsidiary Security tendered must be tendered in an integral multiple of $1,000 principal amount and the Other Partner on a pro rata basis subject to any proration among tendering Holders as described in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause paragraph (iib) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceedsbelow."

Disposition of Proceeds of Asset Sales. The Company A. Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company Borrower or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 7585% of such consideration consists of (A) cash or Cash Equivalents; provided that , (B) properties and capital assets to be used in the same or related lines of business being conducted by Borrower or any Restricted Subsidiary at such time or (C) Equity Interests in one or more Persons which thereby become Restricted Subsidiaries whose assets consist primarily of properties and capital assets used in the same or related lines of business being conducted by Borrower or any Restricted Subsidiary at such time. The amount of any liabilities (i) Indebtedness (other than any Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) of Borrower or any Restricted Sub- sidiary that are is actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which Borrower and the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully released shall be treated as deemed to be cash for purposes of this Section 10.15. The Company determining the percentage of cash consideration received by Borrower or the applicable Restricted SubsidiarySubsidiaries and (ii) notes or other similar obligations received by Borrower or the Restricted Subsidiaries from such transferee that are converted, as sold or exchanged within thirty days of the case may be, may (i) apply the Net Cash Proceeds from any such related Asset Sale by Borrower or the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate Subsidiaries into cash shall be deemed to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company be cash, in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate equal to the extent distributed to net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the Company percentage of cash consideration received by Borrower or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess ProceedsSubsidiaries."

Disposition of Proceeds of Asset Sales. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 75% of such consideration consists of (A) cash or Cash Equivalents; provided that , (B) properties and capital assets to be used in the business of the Company, or (C) Equity Interests in any Person which thereby becomes a Restricted Subsidiary. The amount of any liabilities (i) Indebtedness (other than any Subordinated Indebtedness Indebtedness) of the Company or Indebtedness of a any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company or such and the Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully released shall be treated as deemed to be cash for purposes of this Section 10.15determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries and (ii) notes or other similar obligations received by the Company or the Restricted Subsidiaries from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within 90 days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Senior Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) commit in writing within 365 days of receipt thereof to acquire, construct or improve properties and capital assets to be used in a Related Business (and so apply the such Net Cash Proceeds from such Asset Sale by within 180 days after the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid commitment thereof) or (iii) apply the Net Cash Proceeds from of any Asset Sale by within 365 days of receipt thereof or repay Pari Passu Debt not exceeding the Company Pari Passu Debt Pro Rata Share. To the extent all or a Restricted Subsidiary and part of the Net Cash Proceeds of any Asset Sale by are not applied as described in clause (i), (ii) or (iii) of the immediately preceding paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 30 days after the expiration of such period, make an Offer to Purchase outstanding Securities up to a Restricted Affiliate maximum principal amount (expressed as a multiple of $1,000) of Securities equal to such Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Purchase Date; provided, however, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $5.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to this paragraph. After an Offer to Purchase has been made pursuant to the requirements of the paragraph above, the Company may defer any future Offer to Purchase required pursuant to an Asset Sale until there are new aggregate Unutilized Net Cash Proceeds equal to or in excess of $5.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds and not just the amount in excess of $5.0 million, shall be applied as required pursuant the paragraph above. With respect to any Offer to Purchase effected pursuant to this covenant, to the extent distributed the aggregate principal amount of Securities tendered pursuant to such Offer to Purchase exceeds the Unutilized Net Cash Proceeds to be applied to the Company or a Restricted Subsidiary within 365 days repurchase thereof, such Securities shall be purchased pro rata based on the aggregate principal amount of such Securities tendered by each Holder. To the extent the Unutilized Net Cash Proceeds exceed the aggregate amount of Securities tendered by the Holders of the Securities pursuant to such Offer to Purchase, the Company may retain and utilize any portion of the Unutilized Net Cash Proceeds not applied to repurchase the Securities for any purpose consistent with the other terms of this Indenture. In the event that the Company makes an investment in properties Offer to Purchase the Securities, the Company shall comply with any applicable securities laws and assets that will be used in a Permitted Business (or in Capital Stock regulations, including any applicable requirements of Section 14(e) of, and other securities Rule 14e-1 under, the Exchange Act, and any violation of any person that will become a Restricted Subsidiary or Restricted Affiliate the provisions of this Indenture relating to such Offer to Purchase occurring as a result of such investment compliance shall not be deemed an Event of Default or an event that with the passing of time or giving of notice, or both, would constitute an Event of Default. Each Holder shall be entitled to tender all or any portion of the Securities owned by such Holder pursuant to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein Offer to Purchase, subject to the contrary, requirement that any portion of a Security tendered must be tendered in the event an integral multiple of $1,000 principal amount and subject to any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness proration among tendering Holders as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceedsdescribed above."

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiary or Restricted Affiliate Subsidiaries to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash EquivalentsEquivalents or Replacement Assets; provided provided, however, that (i) the -------- ------- amount of any liabilities (other than Subordinated Indebtedness as shown on the most recent balance sheet of the Company or Indebtedness such Restricted Subsidiary) of a the Company or such Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases and (ii) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are converted within 30 days into cash or Restricted Affiliate, as Cash Equivalents (to the case may be, from further liability extent of the cash or Cash Equivalents received) shall be treated as deemed to be cash for the purposes of this Section 10.15provision; provided further, that the 75% limitation referred to in clause (b) will not -------- ------- apply to any Asset Sale in which the 106 cash or Cash Equivalent portion of the consideration received therefrom, determined in accordance with the foregoing provision, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. The To the extent that the Net Cash Proceeds of any Asset Sale are not required to be applied to repay, and permanently reduce the commitments under, Senior Indebtedness of the Company, or are not so applied, the Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds Sale, within 360 days of any such Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereofSale, to an investment in properties and assets that will be replace the properties and assets that were the subject of such Asset Sale or in properties and assets that are used or useful in a Permitted Business (the business of the Company and its Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result Person, the principal portion of whose assets consist of such investment to the extent such person owns properties and property or assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Senior Indebtedness as set forth in clause (ii) of the preceding sentence or Company, nor invested in Replacement Assets within the 365such 360-day period as set forth in clause (iii) shall constitute "Excess Proceeds" subject to disposition as provided below. When the aggregate amount of Excess Proceeds equals or exceeds $10,000,000, the Company shall make an offer to purchase (an "Asset Sale Offer"), from all holders of the Securities, an aggregate principal amount of Securities equal to such Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon to the Purchase Date (the "Asset Sale Offer Price"). To the extent that the aggregate principal amount of Securities tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use such deficiency for general corporate purposes. The Securities shall be purchased by the Company, at the option of the Holder thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice is given to Holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act. If Securities purchasable at an aggregate Purchase Price in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Asset Sale Offer to Purchase, the Company shall purchase 107 Securities on a pro rata basis, based on the Purchase Price therefor, or such -------- other method as the Trustee shall deem fair and appropriate (subject in each case to applicable rules of the Depositary and any securities exchange upon which the Securities may then be listed), with such adjustments as may be deemed appropriate so that only Securities in denominations of $1,000 principal face amount or integral multiples thereof shall be purchased. Notwithstanding the foregoing, if the Company is required to commence an Asset Sale Offer at any time when securities of the Company ranking pari passu in right of payment with the Securities are outstanding and the terms of such securities provide that a similar offer must be made with respect to such other securities, then the Asset Sale Offer for the Securities shall be made concurrently with such other offers and securities of each issue will be accepted on a pro rata basis in proportion to the aggregate principal amount of securities of each issue which the holders thereof elect to have purchased. Any Asset Sale Offer will be made only to the extent permitted under, and subject to prior compliance with, the terms of agreements governing Senior Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero. On the Asset Sale Offer Purchase Date, the Company shall (i) accept for payment (subject to pro ration as described in the Offer to Purchase) Securities or portions thereof tendered pursuant to the Asset Sale Offer, (ii) deposit with the Paying Agent money, in immediately available funds, sufficient to pay the purchase price of all Securities or portions thereof so tendered and accepted and (iii) deliver to the Trustee the Securities so accepted together with an Officer's Certificate setting forth the Securities or portions thereof tendered to and accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and make available for delivery to such Holders a new Security of like tenor equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer not later 108 than the third business Day following the Asset Sale Offer Purchase Date. Whenever the aggregate amount of Excess Proceeds received by the Company and its Restricted Subsidiaries exceeds $10,000,000, such Excess Proceeds shall, prior to the purchase of Securities, be set aside by the Company or such Restricted Subsidiary, as the case may be, in a separate account pending (i) deposit with the Paying Agent of the amount required to purchase the Securities tendered in an Asset Sale Offer or (ii) delivery by the Company of the Asset Sale Offer Price to the Holders of the Securities validly tendered and not withdrawn pursuant to an Asset Sale Offer. Such Excess Proceeds may be invested in Cash Equivalents, as directed by the Company, having a maturity date which is not later than the earliest possible date for purchase of Securities pursuant to the Asset Sale Offer. The Company will be entitled to any interest or dividends accrued, earned or paid on such Cash Equivalents. The Company shall comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable, in the event that an Asset Sale occurs and the Company is required to purchase Securities as described above."

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiary or Restricted Affiliate Subsidiaries to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of the consideration in such consideration Asset Sale, plus all other Asset Sales since the Issue Date on a cumulative basis, consists of cash or Cash Equivalents; provided provided, however, that the amount of any liabilities Indebtedness (other than Subordinated Indebtedness as shown on the most recent balance sheet of the Company or Indebtedness such Restricted Subsidiary) of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary that is assumed by the transferee of such assets as a result of which the Company and its Restricted Subsidiaries are no longer liable thereon, and any securities, notes or other obligations received by the Company or such Restricted Affiliate, as Subsidiary from such transferee that are converted within 60 days into cash or Cash Equivalents (to the case may be, from further liability extent of the cash or Cash Equivalents received) shall be treated as deemed to be cash for the purposes of this Section 10.15provision. The To the extent that the Net Cash Proceeds, or portion thereof, of any Asset Sale are not applied to repay, and permanently reduce the commitments under Senior Indebtedness or Guarantor Senior Indebtedness in accordance with the terms thereof, the Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company Proceeds, or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaidportion thereof, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds Sale, within 360 days of any such Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereofSale, to an investment in properties and assets that will be replace the properties and assets that were the subject of such Asset Sale or in properties and assets that (as determined in good faith by the Board of Directors of the Company or the Restricted Subsidiary, as the case may be) are used or useful in a Permitted Business (the business of the Company and its Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result Person, the principal portion of whose assets consist of such investment to the extent such person owns properties and property or assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Senior Indebtedness as set forth or Guarantor Senior Indebtedness in clause (ii) of accordance with the preceding sentence or terms thereof nor invested in Replacement Assets within the 365such 360-day period will constitute "Excess Proceeds" subject to disposition as set forth provided below; provided, however, that any Net Cash Proceeds from any Asset Sale which are used to repay Senior Indebtedness or Guarantor Senior Indebtedness but are subsequently invested in clause (iii) shall Replacement Assets within such 360-day period will not constitute "Excess Proceeds."" When the aggregate amount of Excess Proceeds equals or exceeds $10 million, the Company shall make an Offer to Purchase, from all Holders of the Securities and any then outstanding Pari Passu Indebtedness required to be repurchased or repaid on a permanent basis in connection with an Asset Sale, an aggregate principal amount of Securities and any then outstanding Pari Passu Indebtedness equal to such Excess Proceeds as follows:

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiary or Restricted Affiliate Subsidiaries to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash EquivalentsEquivalents or Replacement Assets; provided provided, however, that (i) the amount of any liabilities (other than Subordinated Indebtedness as shown on the most recent balance sheet of the Company or Indebtedness such Restricted Subsidiary) of a the Company or such Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases and (ii) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are converted within 30 days into cash or Restricted Affiliate, as Cash Equivalents (to the case may be, from further liability extent of the cash or Cash Equivalents received) shall be treated as deemed to be cash for the purposes of this Section 10.15provision; provided further, that the 75% limitation referred to in clause (b) will not apply to any Asset Sale in which the cash or Cash Equivalent portion of the consideration received therefrom, determined in accordance with the foregoing provision, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. The To the extent that the Net Cash Proceeds of any Asset Sale are not required to be applied to repay, and permanently reduce the commitments under, Senior Indebtedness of the Company or any Restricted Subsidiary, or are not so applied, the applicable Company or such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds Sale, within 360 days of any such Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereofSale, to an investment in properties and assets that will be replace the properties and assets that were the subject of such Asset Sale or in properties and assets that are used or useful in a Permitted Business (the business of the Company and its Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result Person, the principal portion of whose assets consist of such investment to the extent such person owns properties and property or assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Senior Indebtedness as set forth in clause (ii) of the preceding sentence or Company, nor invested in Replacement Assets within the 365such 360-day period as set forth in clause (iii) shall constitute "Excess Proceeds" subject to disposition as provided below. When the aggregate amount of Excess Proceeds equals or exceeds $10,000,000, the Company shall make an offer to purchase (an "Asset Sale Offer"), from all holders of the Securities, an aggregate principal amount of Securities equal to such Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon to the Purchase Date (the "Asset Sale Offer Price"). To the extent that the aggregate principal amount of Securities tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use such deficiency for general corporate purposes. The Securities shall be purchased by the Company, at the option of the Holder thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice is given to Holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act. If Securities purchasable at an aggregate Purchase Price in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Asset Sale Offer to Purchase, the Company shall purchase Securities on a pro rata basis, based on the Purchase Price therefor, or such other method as the Trustee shall deem fair and appropriate (subject in each case to applicable rules of the Depositary and any securities exchange upon which the Securities may then be listed), with such adjustments as may be deemed appropriate so that only Securities in denominations of $1,000 principal face amount or integral multiples thereof shall be purchased. Notwithstanding the foregoing, if the Company is required to commence an Asset Sale Offer at any time when securities of the Company ranking pari passu in right of payment with the Securities are outstanding and the terms of such securities provide that a similar offer must be made with respect to such other securities, then the Asset Sale Offer for the Securities shall be made concurrently with such other offers and securities of each issue will be accepted on a pro rata basis in proportion to the aggregate principal amount of securities of each issue which the holders thereof elect to have purchased. Any Asset Sale Offer will be made only to the extent permitted under, and subject to prior compliance with, the terms of agreements governing Senior Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero. On the Purchase Date under this Section 10.14, the Company shall (i) accept for payment (subject to pro ration as described in the Offer to Purchase) Securities or portions thereof tendered pursuant to the Asset Sale Offer, (ii) deposit with the Paying Agent money, in immediately available funds, sufficient to pay the purchase price of all Securities or portions thereof so tendered and accepted and (iii) deliver to the Trustee the Securities so accepted together with an Officer's Certificate setting forth the Securities or portions thereof tendered to and accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and make available for delivery to such Holders a new Security of like tenor equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer not later than the third business Day following the Asset Sale Offer Purchase Date. Whenever the aggregate amount of Excess Proceeds received by the Company and its Restricted Subsidiaries exceeds $10,000,000, such Excess Proceeds shall, prior to the purchase of Securities, be set aside by the Company or such Restricted Subsidiary, as the case may be, in a separate account pending (i) deposit with the Paying Agent of the amount required to purchase the Securities tendered in an Asset Sale Offer or (ii) delivery by the Company of the Asset Sale Offer Price to the Holders of the Securities validly tendered and not withdrawn pursuant to an Asset Sale Offer. Such Excess Proceeds may be invested in Cash Equivalents, as directed by the Company, having a maturity date which is not later than the earliest possible date for purchase of Securities pursuant to the Asset Sale Offer. The Company will be entitled to any interest or dividends accrued, earned or paid on such Cash Equivalents. The Company shall comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable, in the event that an Asset Sale occurs and the Company is required to purchase Securities as described above."

Disposition of Proceeds of Asset Sales. (a) The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 75% of such consideration consists of (A) cash or Cash Equivalents; provided , or (B) properties and capital assets that will be used in the business of the Company and its Restricted Subsidiaries as existing at such time or in businesses reasonably related thereto (as determined in good faith by the Company's Board of Directors) ("Replacement Assets") or the Equity Interests of any Person engaged ------------------ in a Permitted Business if, in connection with the receipt by the Company or any Restricted Subsidiary of such Equity Interests, (1) such Person becomes a Restricted Subsidiary and a Guarantor or (2) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or any Restricted Subsidiary that is a Guarantor. The amount of any liabilities Indebtedness (other than any Subordinated Indebtedness Indebtedness) of the Company or Indebtedness of a any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company or such and the Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully and unconditionally released shall be treated as deemed to be cash for purposes of this Section 10.15determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries within such period. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from of any such Asset Sale by within 360 days of receipt thereof to repay Senior Indebtedness and permanently reduce any related commitment, or (ii) make an Investment in Replacement Assets within such period. To the Company extent all or a Restricted Subsidiary and part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary are not applied within 365 360 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth described in clause (i) or (ii) of the immediately preceding sentence paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 45 days after such ----------------------------- 360th day, make an Offer to Purchase all outstanding Securities and other Senior Subordinated Indebtedness, pro rata, up to a maximum principal amount (expressed as a multiple of $1,000) of Securities and other Senior Subordinated Indebtedness equal to such Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof (or invested the accreted value of such other Senior Subordinated Indebtedness, if such other Senior Subordinated Indebtedness is issued at a discount), plus accrued and unpaid interest thereon, if any, to the Purchase Date; provided, however, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in Replacement Assets within excess of $10.0 million, at which time the 365-day period entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $10.0 million, shall be applied as set forth in clause (iii) shall constitute "Excess Proceedsrequired pursuant to this paragraph."

Disposition of Proceeds of Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiary or Restricted Affiliate Subsidiaries to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents; provided Equivalents or properties or assets that will be used in the business of the Company and its Restricted Subsidiaries. To the extent that the amount Net Cash Proceeds of any liabilities (other than Subordinated Indebtedness Asset Sale are not required to be applied to repay, and permanently reduce the commitments under, the Bank Credit Agreement or Indebtedness of a Restricted Subsidiary that would are not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases so applied, the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds Sale, within 365 days of any such Asset Sale, (i) to repay Indebtedness incurred not more than 90 days before such Asset Sale by a Restricted Affiliate to purchase, or (ii) to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid purchase price for an acquisition consummated not more than 90 days before such Asset Sale of, or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereofafter such Asset Sale to, to an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) business of the Company and its Restricted Subsidiaries existing on the Issue Date or any Restricted Subsidiary in businesses reasonably related thereto ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or Bank Credit Agreement nor invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall such periods constitute "Excess Proceeds." subject to disposition as provided below. When the aggregate amount of Excess Proceeds equals or exceeds $15,000,000, the Company shall within 20 days thereof make an Offer to Purchase (an "Asset Sale Offer"), on a pro rata basis from all Holders of the Securities and all holders of the Company's Senior Notes, an aggregate principal amount of Securities at their Accreted Value (as provided herein and in the Securities) and principal amount of Senior Notes equal to such Excess Proceeds, at a price in cash for the Securities equal to 100% of the Accreted Value on the Purchase Date, unless the Purchase Date is on or after the earlier to occur of August 15, 2002 and the Cash Interest Election Date, in which case such purchase price shall be equal to 100% of the principal amount at maturity thereof (the "Asset Sale Offer Price") plus accrued and unpaid interest, if any, to the Purchase Date (and at a price in cash for the Senior Notes as provided in the Senior Notes). To the extent that the aggregate purchase price for the Securities and Senior Discount Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use such deficiency for general corporate purposes. The Securities shall be purchased by the Company, at the option of the Holder thereof, in whole or in part in integral multiples of $1,000 principal amount at maturity. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero. On the Asset Sale Offer Purchase Date, the Company shall (i) accept for payment (subject to pro ration as described in the Offer to Purchase) Securities or portions thereof tendered pursuant to the Asset Sale Offer, (ii) deposit with the Paying Agent money, in immediately available funds, sufficient to pay the purchase price of all Securities or portions thereof so tendered and accepted and (iii) deliver to the Trustee the Securities so accepted together with an Officers' Certificate setting forth the Securities or portions thereof tendered to and accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall 107 promptly authenticate and make available for delivery to such Holders a new Security of like tenor equal in principal amount at maturity to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer not later than the first business Day following the Asset Sale Offer Purchase Date. Whenever the aggregate amount of Excess Proceeds received by the Company and its Restricted Subsidiaries exceeds $15,000,000, such Excess Proceeds shall, prior to the purchase of Securities, be set aside by the Company or such Restricted Subsidiary, as the case may be, in a separate account pending (i) deposit with the Trustee of the amount required to purchase the Securities tendered in an Asset Sale Offer or (ii) delivery by the Company of the Asset Sale Offer Price to the Holders of the Securities validly tendered and not withdrawn pursuant to an Asset Sale Offer. Such Excess Proceeds may be invested in Cash Equivalents, as directed by the Company, having a maturity date which is not later than the earliest possible date for purchase of Securities pursuant to the Asset Sale Offer. The Company will be entitled to any interest or dividends accrued, earned or paid on such Cash Equivalents. The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, create or permit to exist or become effective any restriction (other than restrictions existing under Indebtedness outstanding on the date of this Indenture and in the Bank Credit Agreement as of the date of its execution) that would materially impair the ability of the Company to make an Asset Sale Offer or, if such an offer is made, to pay for the Securities tendered for purchase. The Company shall comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable, in the event that an Asset Sale occurs and the Company is required to purchase Securities as described above. 108

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiary or Restricted Affiliate Subsidiaries to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least -90- 100 equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash EquivalentsEquivalents or Replacement Assets; provided provided, however, that (i) the amount of any liabilities Indebtedness (other than Subordinated Indebtedness as shown on the most recent balance sheet of the Company or Indebtedness such Restricted Subsidiary) of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary that is assumed by the transferee of such assets and (ii) any securities, notes or other obligations received by the Company or such Restricted Affiliate, as Subsidiary from such transferee that are converted within 30 days into cash or Cash Equivalents (to the case may be, from further liability extent of the cash or Cash Equivalents received) shall be treated as deemed to be cash for the purposes of this Section 10.15provision; and provided, further, that the 75% limitation referred to in clause (b) shall not apply to any Asset Sale in which the cash or Cash Equivalent portion of the consideration received therefrom determined in accordance with the foregoing provision is equal to or greater than what the after tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. The To the extent that the Net Cash Proceeds, or portions thereof, of any Asset Sale are not required to be applied to repay, and permanently reduce the commitments under Senior Indebtedness, Guarantor Senior Indebtedness or Indebtedness of a Foreign Restricted Subsidiary which is not a Guarantor, the Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company Proceeds, or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaidportions thereof, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds Sale, within 360 days of any such Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereofSale, to an investment in properties and assets that will be replace the properties and assets that were the subject of such Asset Sale or in properties and assets that (as determined in good faith by the Board of Directors of the Company or the Restricted Subsidiary, as the case may be) are used or useful in a Permitted Business (the business of the Company and its Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result Person, the principal portion of whose assets consist of such investment to the extent such person owns properties and property or assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds or portion thereof from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Senior Indebtedness, Guarantor Senior Indebtedness or Indebtedness of a Foreign Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or which is not a Guarantor, nor invested in Replacement Assets within the 365such 360-day period as set forth in clause (iii) shall constitute "Excess Proceeds" subject to disposition as provided below. When the aggregate amount of Excess Proceeds equals or exceeds $10,000,000, the Company shall make an offer to purchase (an "Asset Sale Offer"), from all holders of the Securities, an aggregate principal amount of Securities equal to such Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon to the Purchase Date (the "Asset Sale Offer Price"). To the extent that the aggregate principal -91- 101 amount of Securities tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use such deficiency for general corporate purposes. The Securities shall be purchased by the Company, at the option of the Holder thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice is given to Holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act. If Securities purchasable at an aggregate Purchase Price in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Asset Sale Offer to Purchase, the Company shall purchase Securities on a pro rata basis, based on the Purchase Price therefor, or such other method as the Trustee shall deem fair and appropriate (subject in each case to applicable rules of the Depository and any securities exchange upon which the Securities may then be listed), with such adjustments as may be deemed appropriate so that only Securities in denominations of $1,000 principal face amount or integral multiples thereof shall be purchased. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero. On the Asset Sale Offer Purchase Date, the Company shall (i) accept for payment (subject to proration as described in the Offer to Purchase) Securities or portions thereof tendered pursuant to the Asset Sale Offer, (ii) deposit with the Paying Agent money, in immediately available funds, sufficient to pay the purchase price of all Securities or portions thereof so tendered and accepted and (iii) deliver to the Trustee the Securities so accepted together with an Officer's Certificate setting forth the Securities or portions thereof tendered to and accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and make available for delivery to such Holders a new Security of like tenor equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer not later than the third Business Day following the Asset Sale Offer Purchase Date. Whenever the aggregate amount of Excess Proceeds received by the Company and its Restricted Subsidiaries exceeds $10,000,000, such Excess Proceeds shall, prior to the purchase of Securities, be set aside by the Company or such Restricted Subsidiary, as the case may be, in a separate account pending (i) deposit with the Paying Agent of the amount required to purchase the Securities tendered in an Asset Sale Offer or (ii) delivery by the Company of the Asset Sale Offer Price to -92- 102 the Holders of the Securities validly tendered and not withdrawn pursuant to an Asset Sale Offer. Such Excess Proceeds may be invested in Cash Equivalents, as directed by the Company, having a maturity date which is not later than the earliest possible date for purchase of Securities pursuant to the Asset Sale Offer. The Company will be entitled to any interest or dividends accrued, earned or paid on such Cash Equivalents. The Company shall comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable, in the event that an Asset Sale occurs and the Company is required to purchase Securities as described above."

Disposition of Proceeds of Asset Sales. The Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 7585% of such consideration consists of cash or Cash Equivalents; Equivalents (provided that the amount of any liabilities (notes or other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed obligations received by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary from such transferee or Restricted Affiliate, as the case may be, from further liability purchaser that are immediately sold or transferred (on a non-recourse basis) for cash or Cash Equivalents shall be treated as deemed cash for purposes of this Section 10.15provision and be treated as Net Cash Proceeds, subject to application as hereinafter provided). The Company or the applicable such Restricted Subsidiary, as the case may be, may either (i) within 365 days of an Asset Sale (other than an Asset Sale of the Company's direct or indirect interest in XYZ Entertainment, as to which no such limit would exist) apply the Net Cash Proceeds from any of such Asset Sale by the Company or a Restricted Subsidiary to permanently repay, and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaidunder, any Specified Indebtedness, or (ii) apply the such Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets ("Replacement Assets") that (x) in the case of an Asset Sale of the Company's direct or indirect interest in XYZ Entertainment will be used in a Permitted Related Business (or in Capital Stock of any person principally engaged in a Related Business) and (y) in all other securities cases will be used in a Related Business (or in Capital Stock of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Related Business) of the Company or any Restricted Subsidiary located in the same nation as the assets disposed of in the Asset Sale within 365 days of such Asset Sale ("Replacement Assets"in the case of clause (y)). Notwithstanding anything herein to Pending the contrary, in the event final application of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the such Net Cash Proceeds therefromin accordance with the second sentence of this paragraph or to an Asset Sale Offer, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a such Restricted Subsidiary may invest such Net Cash Proceeds in any manner not prohibited by this Indenture and the Other Partner on a pro rata basis in accordance with their respective equity interestsmay temporarily repay Specified Indebtedness. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Specified Indebtedness as set forth in clause (ii) of the preceding sentence or nor invested in Replacement Assets within the 365-day period as set forth in clause (iii) accordance with this paragraph shall constitute "Excess Proceeds." subject to disposition as provided below. When the aggregate amount of Excess Proceeds equals or exceeds $10,000,000 (or, to the extent non-U.S. dollar denominated, the U.S. Dollar Equivalent thereof), the Company shall make an offer to purchase (an "Asset Sale Offer"), from all Holders of the Securities, Securities having an aggregate purchase price equal to such Excess Proceeds at a price in cash equal to 100% of the Accreted Value thereof on any purchase date prior to May 15, 2001 or 100% of the outstanding principal amount at maturity thereof plus accrued and unpaid interest, if any, to any purchase date on or after May 15, 2001. Each Asset Sale Offer shall remain open for a period of 20 business days or such longer period as may be required by law. Notwithstanding the foregoing, in the event that any Pari Passu Indebtedness contains provisions requiring that the Company or a Restricted Subsidiary apply any Excess Proceeds from an Asset Sale made by it to make an offer to purchase or to permanently repay such Pari Passu Indebtedness, and thereby reduce the commitments for such Pari Passu Indebtedness, (i) the Company will only be required to make an offer to purchase Securities having an aggregate purchase price, determined as set forth above, equal to the Pro Rata Share of the Excess Proceeds and (ii) the balance of such Excess Proceeds may be used to offer to purchase or to permanently repay, and reduce the commitments in respect of, such Pari Passu Indebtedness. To the extent that the aggregate purchase price for Securities tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds available for such offer, the Company and the Restricted Subsidiaries may use such deficiency (the "Deficiency") for general corporate purposes permitted under this Indenture. If the aggregate purchase price for the Securities validly tendered and not withdrawn by holders thereof exceeds the Excess Proceeds available for such offer, Securities to be purchased will be selected on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero. Notwithstanding the two immediately preceding paragraphs, (a) up to the XYZ Distribution Amount of the Net Cash Proceeds from any Asset Sale of the Company's or any Restricted Subsidiary's direct or indirect interest in XYZ Entertainment need not be applied as provided in the second sentence of the first paragraph of this Section 4.13 and (b) the Company and the Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 85% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for Fair Market Value (with Fair Market Value being determined by an Independent Financial Advisor as required by the definition of Fair Market Value); provided -------- that any Net Cash Proceeds received by the Company or any of the Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall be subject to the provisions of the two preceding paragraphs. At such time as the Company determines to make an Asset Sale Offer, it shall so notify the Trustee in writing. Within 15 days thereafter, it shall mail or cause the Trustee to mail (in the Company's name and at its expense) notice of an Asset Sale Offer to the Holders of the Securities at their last registered addresses with a copy to the Trustee and the Paying Agent. The Asset Sale Offer shall remain open from the time of mailing for at least 20 Business Days and until the close of business on the third Business Day prior to the Asset Sale Offer Payment Date. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Asset Sale Offer. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents; provided PROVIDED that the following shall be treated as cash for purposes of this Section 10.15: (x) the amount of any liabilities Indebtedness (other than Subordinated Indebtedness Indebtedness) of the Company or Indebtedness of a any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee of any assets disposed of in such assets Asset Sale pursuant to an agreement that fully and unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability ("Assumed Indebtedness") and (y) the amount of any notes or other obligations that within 30 days of receipt are converted into cash (to the extent of the cash (after payment of any costs of disposition) so received). Notwithstanding the immediately preceding sentence, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with clause (b) of the immediately preceding sentence if at least 75% of the consideration for such Asset Sale consists of any combination of cash, Cash Equivalents and Permitted Business Assets (or in Capital Stock of any Person that will become a Restricted Subsidiary as a result of such investment if all or substantially all of the properties and assets of such Person are Permitted Business Assets); PROVIDED that any non-cash consideration (other than Permitted Business Assets received by the Company or any of its Restricted Subsidiaries in connection with such Asset Sale) that is converted into or sold or otherwise disposed of for cash or Cash Equivalents within 270 days after such Asset Sale and any Permitted Business Assets constituting cash or Cash Equivalents received by the Company or any Restricted Subsidiary shall be treated as cash for purposes constitute Net Cash Proceeds subject to the provisions of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary Sale, within 365 270 days of the receipt thereof thereof, to repay an amount the permanent reduction (whether by means of Indebtedness repayment, release pursuant to clause (other than Subordinated Indebtednessx) of the first sentence of this Section 10.15 or otherwise) of (A) Indebtedness of any Restricted Subsidiary and/or (B) indebtedness of the Company ranking senior to or PARI PASSU with the Notes, and, in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to each case, permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, and/or (ii) apply the such Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount Proceeds, within 270 days of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days receipt thereof, to an investment in properties and assets that will be used in the same or a related line of business as that being conducted by the Company or any Restricted Subsidiary at the time of such Asset Sale (collectively, "Permitted Business Assets") (or in Capital Stock and other securities of any person Person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of if all or substantially all of the properties or and assets of any Restricted Affiliate Group, whether in a single transaction such Person are Permitted Business Assets). To the extent all or series part of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness not applied within 270 days of such Asset Sale as set forth described in clause (i) or (ii) of the preceding sentence or invested paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 20 Business Days after such 270th day, make an offer to purchase (an "Asset Sale Offer") all outstanding Notes up to a maximum Accreted Value (expressed as a multiple of $1,000) equal to the Note Pro Rata Share of Unutilized Net Cash Proceeds, at a purchase price in Replacement Assets within cash equal to 100% of the 365-day period as set forth Accreted Value thereof on any purchase date, plus accrued and unpaid interest, if any, to such purchase date; PROVIDED, HOWEVER, that an Asset Sale Offer may be deferred by the Company until there are Unutilized Net Cash Proceeds equal to at least $5.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds (and not just the amount in clause (iiiexcess of $5.0 million) shall constitute be applied as required pursuant to this paragraph and the next following paragraph. If any other Indebtedness of the Company which ranks PARI PASSU with the Notes (the "Excess Other Indebtedness") requires that an offer to repurchase such Indebtedness be made upon the consummation of an Asset Sale, then the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to an Asset Sale Offer to offer to purchase such Other Indebtedness and to an Asset Sale Offer so long as the amount of such Unutilized Net Cash Proceeds applied to repurchase the Notes is not less than the Note Pro Rata Share of Unutilized Net Cash Proceeds. Any offer to purchase such Other Indebtedness shall be made at the same time as the Asset Sale Offer, and the purchase date in respect of any such offer to purchase and the Asset Sale Offer shall occur on the same day."

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 75% of such consideration consists of (A) cash or Cash Equivalents, (B) properties and capital assets to be used in the same line of business being conducted by the Company or any Restricted Subsidiary at such time or (C) Capital Stock in any Person which thereby becomes a Wholly Owned Restricted Subsidiary whose assets consist primarily of properties and capital assets used in the same line of business being conducted by the Company or any Restricted Subsidiary at such time. In lieu of the consideration described in clause (ii) above, the Company or any Restricted Subsidiary may receive consideration from an Asset Sale or Asset Sales consisting of obligations payable to the sellers of such asset or assets in an aggregate amount not to exceed $25.0 million at any time outstanding; provided provided, however, that all consideration received from an Asset Sale or Asset Sales in excess of such $25.0 million shall be subject to the next preceding sentence. The amount of any liabilities (other than Subordinated Indebtedness or i) Indebtedness of a Restricted Subsidiary that would is not constitute Restricted Subsidiary Indebtedness) a Guarantor that are is actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company or such and the Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully released shall be treated as deemed to be cash for purposes of this Section 10.15determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries (and excluding any liabilities that are incurred in connection with or in anticipation of such Asset Sale) and (ii) notes or other similar obligations received by the Company or any Restricted Subsidiary from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within thirty days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to (i) repay an amount Indebtedness of the Company or any Guarantor which is secured by a Lien on the assets or property of the Company or any Guarantor which was the subject of such Asset Sale and permanently reduce any related commitment, (ii) repay Indebtedness (other than Subordinated Indebtedness) of any Restricted Subsidiary that is not a Guarantor in respect of which neither the Company nor any Guarantor is liable and permanently reduce any related commitment, (iii) repay any Indebtedness (other than Subordinated Indebtedness) of the Company in an amount or any Guarantor not exceeding repaid pursuant to the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, preceding clause (i) or (ii), or (iv) apply make Asset Acquisitions or acquire, construct or improve properties or capital assets, in each case, to be used in the Net Cash Proceeds from such Asset Sale same line of business being conducted by the Company or a any Restricted Subsidiary and at such time. To the extent all or part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount are not applied within 365 days of the Indebtedness so repaid or such Asset Sale as described in clause (i), (ii), (iii) apply or (iv) of the immediately preceding paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 20 days after such 365th day, make an offer to purchase (the "Asset Sale Offer") all outstanding Notes up to a maximum principal amount (expressed as a multiple of $1,000) of Notes equal to such Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Purchase Date; provided, however, that the Asset Sale Offer may be deferred until there are aggregate Unutilized Net Cash Proceeds from any Asset Sale by equal to or in excess of $10.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph. Notwithstanding the foregoing, the Company or a Restricted Subsidiary and the may retain up to $20.0 million of Net Cash Proceeds of Asset Sales without applying it as required by the foregoing. With respect to any Asset Sale by a Restricted Affiliate Offer effected pursuant to this Section 10.16, among the Notes, to the extent distributed the aggregate principal amount of Notes tendered pursuant to such Asset Sale Offer exceeds the Unutilized Net Cash Proceeds to be applied to the Company or a Restricted Subsidiary within 365 days repurchase thereof, to an investment in properties and assets that will such Notes shall be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result purchased pro rata based on the aggregate principal amount of such investment Notes tendered by each Holder. To the extent the Unutilized Net Cash Proceeds exceed the aggregate amount of Notes tendered by the Holders of the Notes pursuant to such Asset Sale Offer, the Company may retain and utilize any portion of the Unutilized Net Cash Proceeds not applied to repurchase the Notes for any purpose consistent with the other terms of the Indenture. Notice of an Asset Sale Offer shall be mailed by the Company not more than 20 Business Days after the obligation to make such Asset Sale Offer arises to the extent Holders of Notes at their last registered addresses with a copy to the Trustee and the Paying Agent. The Asset Sale Offer shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the date fixed for Purchase of Notes validly tendered and not withdrawn, which date shall be not later than the 30th Business Day following the mailing of such person owns properties and assets that will be used in a Permitted Business) of Asset Sale Offer (the Company or any Restricted Subsidiary ("Replacement AssetsAsset Sale Offer Purchase Date"). Notwithstanding anything herein to The notice, which shall govern the contrary, in terms of the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate GroupOffer, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be include such disclosures as are required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness by law and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceeds."state:

Disposition of Proceeds of Asset Sales. (a) The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 7550% of such consideration consists of (A) cash or Cash Equivalents; provided , or (B) properties, capital assets and interests in joint ventures (however structured) that replace the properties and assets that were the subject of such Asset Sale or in properties and capital assets that will be used in the business of the Company and its Restricted Subsidiaries as existing at such time or in businesses reasonably related thereto (as determined in good faith by the Company's Board of Directors) ("REPLACEMENT ASSETS"). The amount of any liabilities Indebtedness (other than any Subordinated Indebtedness Indebtedness) of the Company or Indebtedness of a any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company or such and the Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully and unconditionally released shall be treated as deemed to be cash for purposes of this Section 10.15determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from of any such Asset Sale by within 360 days of receipt thereof to repay Senior Indebtedness and permanently reduce any related commitment, or (ii) make an Investment in Replacement Assets. To the Company extent all or a Restricted Subsidiary and part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary are not applied within 365 360 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth described in clause (i) or (ii) of the immediately preceding sentence paragraph (such Net Cash Proceeds, the "UNUTILIZED NET CASH PROCEEDS"), the Company shall, within 45 days after such 360th day, make an Offer to Purchase all outstanding Notes and other Junior Subordinated Indebtedness, PRO RATA, up to a maximum principal amount (expressed as a multiple of $1,000) of Notes and other Junior Subordinated Indebtedness equal to such Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof (or invested the accreted value of such other Junior Subordinated Indebtedness, if such other Junior Subordinated Indebtedness is issued at a discount), plus accrued and unpaid interest thereon, if any, to the Purchase Date; PROVIDED, HOWEVER, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in Replacement Assets within excess of $25.0 million, at which time the 365-day period entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $25.0 million, shall be applied as set forth in clause (iii) shall constitute "Excess Proceedsrequired pursuant to this paragraph."

Disposition of Proceeds of Asset Sales. The Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents; provided that the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted AffiliateSubsidiary, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.156.04. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof (x) to repay an amount of Indebtedness (other than Subordinated Indebtedness, First-Lien Obligations and Second-Lien Obligations) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share (computed after giving effect to any amount of Net Cash Proceeds used to repay First-Lien Obligations and Second-Lien Obligations pursuant to clause (y) below) and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaidrepaid or (y) to repay First-Lien Obligations and/or the Second-Lien Obligations, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person Person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceeds."Restricted

Disposition of Proceeds of Asset Sales. The Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale Sale, unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash cash, Cash Equivalents or Fully Traded Common Stock; provided, however, that to the extent that any Fully Traded Common Stock is received pursuant to such Asset Sale and required to satisfy the 75% requirement of this clause (b), the Fair Market Value of such Fully Traded Common Stock as of the date of disposition shall be treated as Net Cash Equivalents; provided that the Proceeds for all purposes of this covenant. The amount of any liabilities (other than Subordinated Indebtedness or i) Indebtedness of a the Company or any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company or such and the Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully released shall be treated as deemed to be cash for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries (but shall not be deemed Net Cash Proceeds for purposes of this Section 10.15covenant) and (ii) notes or other similar obligations received by the Company or the Restricted Subsidiaries from such transferee that are immediately converted, sold or exchanged by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply an amount of cash equal to the Net Cash Proceeds from of any such Asset Sale within 365 days (or 180 days in the case of any amount 39 -33- represented by any Fully Traded Common Stock that has not been converted into cash by such 180th day) of receipt thereof to repay Indebtedness of a Restricted Subsidiary, (ii) commit in writing to acquire, construct or improve operating properties and capital assets to be used by the Company or a Restricted Subsidiary and so apply an amount of cash equal to such Net Cash Proceeds within 365 days (or 180 days in the case of any amount represented by any Fully Traded Common Stock that has not been converted into cash by such 180th day) after the receipt thereof or (iii) apply an amount of cash equal to the Net Cash Proceeds of such Asset Sale within 365 days (or 180 days in the case of any amount represented by any Fully Traded Common Stock that has not been converted into cash by such 180th day) of receipt thereof to repay either (x) the Securities or (y) Pari Passu Debt not exceeding the Pari Passu Debt Pro Rata Share; provided, that the application of such proceeds pursuant to this clause (iii) may be delayed such that the application is contemporaneous with the closing of an Asset Sale Offer. The amount of cash equal to all or part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary that are not applied within 365 days (or 180 days) of such Asset Sale (or, in the receipt thereof to repay an amount case of Indebtedness clause (other than Subordinated Indebtednessiii) of the Company immediately preceding paragraph, to be applied contemporaneously with the closing of an Asset Sale Offer) as described in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaidclause (i), (ii) apply or (iii) of the immediately preceding paragraph shall constitute "Unutilized Net Proceeds." When the aggregate amount of Unutilized Net Proceeds exceeds $5.0 million, the Company shall make an Offer to Purchase outstanding Securities up to a maximum principal amount of Securities equal to such Unutilized Net Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Purchase Date. To the extent that the aggregate amount of Securities tendered for repayment pursuant to the Asset Sale Offer is less than the Net Cash Proceeds from available for such Asset Sale by offer, such deficiency may be used for general corporate purposes. If the Company or a Restricted Subsidiary and aggregate amount of Securities validly tendered exceeds the Net Cash Proceeds of any Asset Sale by available for such offer, Securities to be purchased will be selected on a Restricted Affiliate to pro rata basis or as nearly pro rata as practicable. In the extent distributed to event that the Company or a Restricted Subsidiary makes an Offer to repay Purchase the Securities, the Company shall comply with any Restricted Subsidiary Indebtedness applicable securities laws and elect to permanently reduce regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under, the commitments thereunder by the amount Exchange Act, and any violation of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds provisions of any Asset Sale by a Restricted Affiliate this Indenture relating to the extent distributed such Offer to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate Purchase occurring as a result of such investment compliance shall not be deemed an Event of Default or an event that with the passing of time or giving of notice, or both, would constitute an Event of Default. Each Holder shall be entitled to tender all or any portion of the Securities owned by such Holder pursuant to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein Offer to Purchase, subject to the contrary, requirement that any portion of a Security tendered must be tendered in the event an integral multiple of $1,000 principal amount at maturity and subject to any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness proration among tendering Holders as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceedsdescribed above."

Disposition of Proceeds of Asset Sales. The Company shall Issuer will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, and will to the fullest extent of the rights available to it under the relevant contractual or Restricted Affiliate organizational documents not permit its Significant Joint Ventures to, make any Asset Sale unless (a) the Company Issuer or such Restricted Subsidiary or such Restricted Affiliateentity, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents; provided that Equivalents or the amount assumption of any liabilities (Indebtedness of the Issuer or such Subsidiary or such Significant Joint Venture or other than Subordinated obligations relating to such assets and release from all liability on the Indebtedness or Indebtedness other obligations assumed, or such consideration consists of a Restricted Subsidiary (x) property or assets that would not constitute Restricted Subsidiary Indebtedness) that are assumed will be owned by the transferee of any such assets pursuant Issuer, or a Subsidiary or a Significant Joint Venture and are to an agreement be used in a telecommunications business or in related activities or services that unconditionally releases thereafter will be conducted by the Company Issuer or such Restricted Subsidiary or Restricted Affiliatesuch Significant Joint Venture or (y) Capital Stock or other securities issued by a party to the transaction or an Affiliate thereof, as which Capital Stock or other securities are freely tradable and which are sold for cash within 90 days of the case may be, from further liability shall be treated as cash for purposes consummation of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by in connection with which they were acquired. To the Company or a Restricted Subsidiary and extent the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount are not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used be applied to repay, and permanently reduce the commitments underunder Senior When the aggregate amount of Excess Proceeds equals or exceeds U.S. $10,000,000, any Restricted Subsidiary Indebtedness as set forth in clause the Issuer shall make an offer to purchase (ii) an "Asset Sale Offer"), from all holders of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Bonds, on a date not more than 40 Business Days thereafter, an aggregate principal amount of Bonds equal to such Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date. To the extent that the aggregate principal amount of Bonds tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use such excess for general corporate purposes. If the aggregate principal amount of Bonds validly tendered and not withdrawn by holders thereof is greater than the Excess Proceeds, Bonds to be purchased will be selected on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero."

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents; provided that the following shall be treated as cash for purposes of this Section 10.15: (x) the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as ("assumed liabilities") and (y) the amount of any notes or other obligations that within 30 days of receipt, are converted into cash for purposes (to the extent of this Section 10.15the cash received). The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceeds."108 -100-

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents; provided that the following shall be treated as cash for purposes of this Section 10.15: (x) the amount of any liabilities Indebtedness (other than Subordinated Indebtedness Indebtedness) of the Company or Indebtedness of a any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee of any assets disposed of in such assets Asset Sale pursuant to an agreement that fully and unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability ("Assumed Indebtedness") and (y) the amount of any notes or other obligations that within 30 days of receipt are converted into cash (to the extent of the cash (after payment of any costs of disposition) so received). Notwithstanding the immediately preceding sentence, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with clause (b) of the immediately preceding sentence if at least 75% of the consideration for such Asset Sale consists of any combination of cash, Cash Equivalents and Permitted Business Assets (or in Capital Stock of any Person that will become a Restricted Subsidiary as a result of such investment if all or substantially all of the properties and assets of such Person are Permitted Business Assets); provided that any non-cash consideration (other than Permitted Business Assets received by the Company or any of its Restricted Subsidiaries in connection with such Asset Sale) that is converted into or sold or otherwise disposed of for cash or Cash Equivalents within 365 days after such Asset Sale and any Permitted Business Assets constituting cash or Cash Equivalents received by the Company or any Restricted Subsidiary shall be treated as cash for purposes constitute Net Cash Proceeds subject to the provisions of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary Sale, within 365 days of the receipt thereof thereof, to repay an amount the permanent reduction (whether by means of Indebtedness repayment, release pursuant to clause (other than Subordinated Indebtednessx) of the first sentence of this Section 10.15 or otherwise) of (A) Indebtedness of any Restricted Subsidiary and/or (B) Indebtedness of the Company ranking senior to or pari passu with the Notes, and, in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to each case, permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, and/or (ii) apply the such Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary Proceeds, within 365 days of the receipt thereof, to an investment in properties and assets (including leases of such properties or assets) that will be used or are usable in the same or a related line of business as that being conducted by the Company or any Restricted Subsidiary at the time of such Asset Sale or such investment therein (collectively, "Permitted Business Assets") (or in Capital Stock and other securities of any person Person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of if all or substantially all of the properties or and assets of any Restricted Affiliate Group, whether in a single transaction such Person are Permitted Business Assets). To the extent all or series part of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness not applied within 365 days of such Asset Sale as set forth described in clause (i) or (ii) of the preceding sentence paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 20 Business Days after such 365th day, make an offer to purchase (an "Asset Sale Offer") all outstanding Notes up to a maximum principal amount (expressed as a multiple of $1,000) equal to the Note Pro Rata Share of Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to such purchase date; provided, however, that an Asset Sale Offer may be deferred by the Company until there are Unutilized Net Cash Proceeds equal to at least $5.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds (and not just the amount in excess of $5.0 million) shall be applied as required pursuant to this paragraph and the next following paragraph. If any other Indebtedness of the Company which ranks pari passu with the Notes (the "Other Indebtedness"), including the 1998 Notes and the 1999 Notes, requires that an offer to repurchase such Indebtedness be made upon the consummation of an Asset Sale, then the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to an Asset Sale Offer to offer to purchase such Other Indebtedness and to an Asset Sale Offer so long as the amount of such Unutilized Net Cash Proceeds applied to repurchase the Notes is not less than the Note Pro Rata Share of Unutilized Net Cash Proceeds. Any offer to purchase such Other Indebtedness shall be made at the same time as the Asset Sale Offer, and the purchase date in respect of any such offer to purchase and the Asset Sale Offer shall occur on the same day. For purposes of this Section 10.15, "Note Pro Rata Share of Unutilized Net Cash Proceeds" means the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction, the numerator of which is the aggregate principal amount of, and all accrued interest thereon to the purchase date on, all Notes (or invested in Replacement Assets within portions thereof) validly tendered and not withdrawn pursuant to an Asset Sale Offer related to such Unutilized Net Cash Proceeds (the 365-day "Note Amount") and the denominator of which is the sum of the Note Amount and the lesser of (i) the aggregate principal face amount, and all accrued interest thereon to the purchase date, or (ii) the accreted value as of the purchase date of all Other Indebtedness (or portions thereof) validly tendered and not withdrawn pursuant to a concurrent offer to purchase such Other Indebtedness made at the time of such Asset Sale Offer. Each Asset Sale Offer shall remain open for a period of 20 Business Days or such longer period as set forth in clause may be required by law. To the extent that the principal amount, plus accrued interest thereon, if any, to the payment date, of Notes validly tendered and not withdrawn pursuant to an Asset Sale Offer is less than the Unutilized Net Cash Proceeds or the Note Pro Rata Share of Unutilized Net Cash Proceeds, as the case may be, the Company or any Restricted Subsidiary may use such excess for general corporate purposes, including the repayment or repurchase of Indebtedness. If the principal amount, plus accrued interest thereon, if any, to the payment date, of Notes validly tendered and not withdrawn by holders thereof exceeds the amount of Notes which can be purchased with the Unutilized Net Cash Proceeds or the Note Pro Rata Share of Unutilized Net Cash Proceeds, as the case may be, then the Notes to be purchased will be selected on a pro rata basis. Upon completion of such Asset Sale Offer and offer for any Other Indebtedness, the amount of Unutilized Net Cash Proceeds shall be reset to zero. Notice of an Asset Sale Offer shall be mailed by the Company not more than 20 Business Days after the obligation to make such Asset Sale Offer arises to the Holders of Notes at their last registered addresses with a copy to the Trustee and the Paying Agent. The Asset Sale Offer shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the date fixed for purchase of Notes validly tendered and not withdrawn, which date shall be not later than the 30th Business Day following the mailing of such Asset Sale Offer (iii) the "Asset Sale Offer Purchase Date"). The notice, which shall constitute "Excess Proceeds."govern the terms of the Asset Sale Offer, shall include such disclosures as are required by law and shall state:

Disposition of Proceeds of Asset Sales. (a) The Company shall not, and shall not cause or permit any Restricted Subsidiary of the Company to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 75% of such consideration consists of (A) cash or Cash Equivalents or (B) properties and capital assets that replace the properties and assets that were the subject of such Asset Sale or in properties and capital assets that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (as determined in good faith by the Company's Board of Directors) ("Replacement Assets"), provided that if the property or assets subject to such Asset Sale were directly owned by the Company such Replacement Assets also shall be so directly owned. Each of (w) the amount of any Indebtedness (other than any Subordinated Indebtedness) of the Company or any Subsidiary of the Company that is actually assumed by the transferee in such Asset Sale and from which the Company and its Subsidiaries are fully and unconditionally released, (x) securities received by the Company or any Subsidiary from the transferee that are immediately converted by the Company or such Subsidiary into cash or Cash Equivalents; provided , (y) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Asset Sale, to the extent that the amount Company and each other Subsidiary is released from any guarantee of any liabilities such Indebtedness in connection with such Asset Sale, and (other than Subordinated Indebtedness or z) consideration consisting of Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliateany Subsidiary, as the case may be, from further liability shall be treated as deemed to be cash for purposes of this Section 10.15determining the percentage of cash consideration received by the Company or its Subsidiaries. The Company or such Subsidiary of the applicable Restricted SubsidiaryCompany, as the case may be, may (i) apply the Net Cash Proceeds from of any such Asset Sale by within 365 days of receipt thereof to reduce Senior Indebtedness or (ii) make an Investment in Replacement Assets. To the Company extent all or a Restricted Subsidiary and part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount are not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate applied as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth described in clause (i) or (ii) of the immediately preceding sentence or invested in Replacement Assets paragraph within the 365-day period as time periods set forth therein (the "Net Proceeds Utilization Date") (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 30 days after such Net Proceeds Utilization Date, make an Offer to Purchase all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Notes equal to such Unutilized Net Cash Proceeds, at a purchase price in clause (iii) cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Purchase Date; provided, however, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $5 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $5 million, shall constitute "Excess Proceedsbe applied as required pursuant to this paragraph."

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration (including by way of relief from, or by any other person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash EquivalentsEquivalents or Replacement Assets; provided provided, however, that (i) the amount of any liabilities (other than Subordinated Indebtedness as shown on the most recent balance sheet of the Company or Indebtedness such Restricted Subsidiary) of a the Company or such Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases and (ii) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are converted within 90 days into cash or Restricted Affiliate, as Cash Equivalents (to the case may be, from further liability extent of the cash or Cash Equivalents received) shall be treated as deemed to be cash for the purposes of this Section 10.15provision; provided further, that the 75% limitation referred to in clause (b) will not apply to any Asset Sale in which the cash or Cash Equivalent portion of the consideration received therefrom, determined in accordance with the foregoing provision, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. The To the extent that the Net Cash Proceeds of any Asset Sale are not required to be applied to repay, and permanently reduce the commitments under, Senior Indebtedness of the Company or any Restricted Subsidiary, or are not so applied, the applicable Company or such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary Sale, within 365 days thereofof such Asset Sale, to an investment in properties and assets that will be replace the properties and assets that were the subject of such Asset Sale or in properties and assets that are used or useful in a Permitted Business (the business of the Company and its Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result Person, the principal portion of whose assets consist of such investment property or assets (“Replacement Assets”); provided however, that any such reinvestment in Replacement Assets made pursuant to a definitive binding agreement or commitment approved by the extent such person owns properties and assets that will be used in a Permitted Business) Board of Directors of the Company that is executed or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contraryapproved within such time shall satisfy this requirement, so long as such investment is consummated within 180 days of such 365th day; provided that in the event of such binding agreement or commitment is later canceled or terminated for any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the reason before such Net Cash Proceeds therefromare so applied, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a such Restricted Subsidiary and may satisfy its obligations as to any Net Cash Proceeds by entering into another binding agreement or commitment within six months of such cancellation or termination of the Other Partner on a pro rata basis in accordance prior binding agreement or commitment or treating such Net Cash Proceeds as Excess Proceeds; provided, further that the Company or such Restricted Subsidiary may only enter into such an agreement or commitment under the foregoing provision one time with their respective equity interestsrespect to each Asset Sale. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Senior Indebtedness as set forth in clause (ii) of the preceding sentence or Company, nor invested in Replacement Assets within pursuant to the 365-day period preceding sentence constitute “Excess Proceeds” subject to disposition as set forth provided below. When the aggregate amount of Excess Proceeds equals or exceeds $25,000,000, the Company shall make an offer to purchase (an “Asset Sale Offer”), from all holders of the Securities, an aggregate principal amount of Securities equal to such Excess Proceeds, at a price in clause cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon to the Purchase Date (the “Asset Sale Offer Price”). To the extent that the aggregate principal amount of Securities tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use such deficiency for general corporate purposes. The Securities shall be purchased by the Company, at the option of the Holder thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice is given to Holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act. If Securities purchasable at an aggregate Purchase Price in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Asset Sale Offer to Purchase, the Company shall purchase Securities on a pro rata basis, based on the Purchase Price therefor, or such other method as the Trustee shall deem fair and appropriate (subject in each case to applicable rules of the Depositary and any securities exchange upon which the Securities may then be listed), with such adjustments as may be deemed appropriate so that only Securities in denominations of $1,000 principal face amount or integral multiples thereof shall be purchased. Notwithstanding the foregoing, if the Company is required to commence an Asset Sale Offer at any time when securities of the Company ranking pari passu in right of payment with the Securities are outstanding and the terms of such securities provide that a similar offer must be made with respect to such other securities, then the Asset Sale Offer for the Securities shall be made concurrently with such other offers and securities of each issue will be accepted on a pro rata basis in proportion to the aggregate principal amount of securities of each issue which the holders thereof elect to have purchased. Any Asset Sale Offer will be made only to the extent permitted under, and subject to prior compliance with, the terms of agreements governing Senior Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero. On the Purchase Date under this Section 10.14, the Company shall (i) accept for payment (subject to proration as described in the Offer to Purchase) Securities or portions thereof tendered pursuant to the Asset Sale Offer, (ii) deposit with the Paying Agent money, in immediately available funds, sufficient to pay the purchase price of all Securities or portions thereof so tendered and accepted and (iii) deliver to the Trustee the Securities so accepted together with an Officer’s Certificate setting forth the Securities or portions thereof tendered to and accepted for payment by the Company. The Paying Agent shall constitute "promptly mail or deliver to the Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and make available for delivery to such Holders a new Security of like tenor equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer not later than the third Business Day following the Asset Sale Offer Purchase Date. Whenever the aggregate amount of Excess ProceedsProceeds received by the Company and its Restricted Subsidiaries exceeds $25,000,000, such Excess Proceeds shall, prior to the purchase of Securities, be set aside by the Company or such Restricted Subsidiary, as the case may be, in a separate account pending (i) deposit with the Paying Agent of the amount required to purchase the Securities tendered in an Asset Sale Offer or (ii) delivery by the Company of the Asset Sale Offer Price to the Holders of the Securities validly tendered and not withdrawn pursuant to an Asset Sale Offer. Such Excess Proceeds may be invested in Cash Equivalents, as directed by the Company, having a maturity date which is not later than the earliest possible date for purchase of Securities pursuant to the Asset Sale Offer. The Company will be entitled to any interest or dividends accrued, earned or paid on such Cash Equivalents. The Company shall comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable, in the event that an Asset Sale occurs and the Company is required to purchase Securities as described above."

Disposition of Proceeds of Asset Sales. The (a) Subject to the provisions set forth in Section 7.01 hereof, the Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale unless (ai) the Company or such the Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of for the shares or assets sold or otherwise disposed of and (b) at least 75% which will be determined in good faith by the Board of such consideration consists Directors of cash or Cash Equivalentsthe Company); provided provided, that the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days aggregate Fair Market Value of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds consideration received from any Asset Sale that is not in the form of cash or cash equivalents will not, when aggregated with the Fair Market Value of all other non-cash consideration received by the Company or a and its Restricted Subsidiary and Subsidiaries from all previous Asset Sales since the Net Cash Proceeds Issue Date for Securities of any series that has not been converted into cash or cash equivalents, exceed five percent of the Consolidated Tangible Net Assets of the Company at the time of the Asset Sale by a Restricted Affiliate to the extent distributed to under consideration, and (ii) the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to apply the extent such person owns properties and assets that will be used in a Permitted Business) of aggregate Net Proceeds received by the Company or any Restricted Subsidiary from all Asset Sales occurring subsequent to such Issue Date as follows: ("Replacement Assets"). Notwithstanding anything herein A) to repay any outstanding Indebtedness of the Company that is not subordinated to the contrarySecurities, in or other Indebtedness of the event Company, or to the payment of any Asset Sale of all or substantially all of the properties or assets Indebtedness of any Restricted Affiliate GroupSubsidiary, whether in a single transaction each case within one year after such Asset Sale or (B) to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that (as determined by the Board of Directors of the Company, whose determination will be conclusive) will be used in the businesses existing on the Issue Date of Securities of such series of the Company and its Restricted Subsidiaries or in businesses reasonably related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, thereto within one year after providing for all Indebtedness and other liabilities such Asset Sale. The amount of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce repay the commitments under, any Restricted Subsidiary Indebtedness described above nor used or invested as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute constitutes "Excess Proceeds."

Disposition of Proceeds of Asset Sales. The Company Issuer shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, make any consummate an Asset Sale unless (ai) the Company Issuer or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale sale or other disposition at least equal to the Fair Market Value fair market value thereof, as determined in good faith by the Board of Directors of the shares or assets sold or otherwise disposed of Issuer and evidenced in a Board Resolution; and (bii) at least not less than 75% of the consideration received by the Issuer or such consideration consists Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that . Within 365 days after the amount receipt of any liabilities Net Available Cash from an Asset Sale, the Issuer or the applicable Restricted Subsidiary may apply such Net Available Cash to: (other than Subordinated A) prepay, repay, redeem or purchase Senior Indebtedness or Indebtedness of a Subsidiary Guarantor (in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer); (B) acquire all or substantially all of the assets of a Related Business; (C) acquire Voting Stock of a Related Business from a Person that is not a Subsidiary of the Issuer; provided, that, (x) after giving effect thereto, the Issuer or its Restricted Subsidiary owns a majority of such Voting Stock and (y) such acquisition is otherwise made in accordance with this Indenture, including, without limitation, the covenant in Section 4.06; or (D) make a capital expenditure or acquire other long-term assets that would are used or useful in a Related Business. To the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B), (C) or (D) ("Excess Proceeds"), the Issuer shall make an Offer to Holders of the Securities to purchase Securities and an offer to holders of Pari Passu Indebtedness to repurchase such Indebtedness pursuant to and subject to the conditions set forth below. Notwithstanding the foregoing provisions, the Issuer and its Restricted Subsidiaries shall not constitute be required to apply any Net Available Cash in accordance herewith except to the extent that the aggregate Net Available Cash from all Asset Sales which are not applied in accordance with this covenant exceeds $10.0 million. Pending application of Net Available Cash pursuant to this covenant, such Net Available Cash shall be invested in Permitted Investments. For the purposes of this covenant, the following are deemed to be cash: (x) the assumption by the transferee of Indebtedness of the Issuer (other than Indebtedness that is subordinated to the Securities and other than any Disqualified Equity Interest of the Issuer) or Indebtedness of any Restricted Subsidiary Indebtedness(other than Indebtedness that is subordinated to the Subsidiary Guarantee of such Restricted Subsidiary and other than any Disqualified Equity Interest of such Restricted Subsidiary) and the release of the Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Sale; (y) securities received by the Issuer or any Restricted Subsidiary from the transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 20 days of the applicable Asset Sale (to the extent of the cash received); and (z) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's most recent balance sheet) of the Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Subsidiary Guarantee thereof) that are assumed by the transferee of any such assets pursuant to an a customary novation agreement that unconditionally releases the Company Issuer or any such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as cash for purposes liability. When the aggregate amount of this Section 10.15. The Company Excess Proceeds exceeds $10.0 million or more, the applicable Restricted Subsidiary, as the case may be, may (i) Issuer will apply the Net Cash Excess Proceeds to the repayment of the Securities and any other Pari Passu Indebtedness outstanding with similar provisions requiring the Issuer to make an offer to purchase such Indebtedness with the proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale as follows: (A) the Issuer will make an offer to purchase (an "Offer") from all holders of the Securities in accordance with the procedures set forth in this Indenture in the maximum principal amount (expressed as a multiple of $1,000) of Securities that may be purchased out of an amount (the "Security Amount") equal to the product of such Excess Proceeds multiplied by a Restricted Affiliate fraction, the numerator of which is the outstanding principal amount of the Securities, and the denominator of which is the sum of the outstanding principal amount of the Securities and such Pari Passu Indebtedness (subject to proration in the event such amount is less than the aggregate Offered Price (as defined herein) of all Securities tendered) and (B) to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of required by such Pari Passu Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the principal amount of such Pari Passu Indebtedness, the Issuer will make an offer to purchase or otherwise repurchase or redeem Pari Passu Indebtedness (a "Pari Passu Offer") in an amount (the "Pari Passu Debt Amount") equal to the excess of the Excess Proceeds over the Security Amount; provided that in no event will the Issuer be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Indebtedness. The offer price of the Securities will be payable in cash in an amount equal to 100% of the principal amount of the commitments thereunder Securities plus accrued and unpaid interest, if any, to the date (the "Offer Date") such Offer is consummated (the "Offered Price"), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate Offered Price of the Securities tendered pursuant to the Offer is less than the Security Amount relating thereto or the aggregate amount of Pari Passu Indebtedness that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Issuer may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Securities and Pari Passu Indebtedness surrendered by holders thereof exceeds the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactionsExcess Proceeds, the Restricted Affiliate Group Trustee shall select the Securities to be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner purchased on a pro rata basis in accordance with their respective equity interestsbasis. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce Upon the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) completion of the preceding sentence or invested in Replacement Assets within purchase of all the 365-day period as set forth in clause (iii) Securities tendered pursuant to an Offer and the completion of a Pari Passu Offer, the amount of Net Available Cash, if any shall constitute "Excess Proceedsbe reset at zero."

Disposition of Proceeds of Asset Sales. (a) The Company shall not, and shall not cause or permit any Restricted Subsidiary of the Company to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted Affiliateof the Company, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 7585% of such consideration consists of (A) cash or Cash Equivalents; , or (B) properties and capital assets that replace the properties and assets that were the subject of such Asset Sale or in properties and capital assets that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (as determined in good faith by the Company's Board of Directors) ("REPLACEMENT ASSETS"), provided that if the property or assets subject to such Asset Sale were directly owned by the Company such Replacement Assets also shall be so directly owned. The amount of any liabilities Indebtedness (other than any Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) of the Company or any Subsidiary of the Company that are is actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability and its Subsidiaries are fully and unconditionally released shall be treated as deemed to be cash for purposes of this Section 10.15determining the percentage of cash consideration received by the Company or its Subsidiaries. The Company or such Subsidiary of the applicable Restricted SubsidiaryCompany, as the case may be, may (i) apply the Net Cash Proceeds from of any such Asset Sale by within 180 days of receipt thereof to repay Senior Indebtedness and permanently reduce any related commitment, or (ii) make an Investment in Replacement Assets; PROVIDED, HOWEVER, that such Investment occurs or the Company or a Restricted Subsidiary of the Company enters into contractual commitments to make such Investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 180th day following the receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are so applied within 270 days following the receipt of such Net Cash Proceeds. To the extent all or part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount are not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate applied as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth described in clause (i) or (ii) of the immediately preceding sentence or invested in Replacement Assets paragraph within the 365-day period as time periods set forth therein (the "Net Proceeds Utilization Date") (such Net Cash Proceeds, the "UNUTILIZED NET CASH PROCEEDS"), the Company shall, within 20 days after such Net Proceeds Utilization Date, make an Offer to Purchase all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to such Unutilized Net Cash Proceeds, at a purchase price in clause (iii) cash equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the Purchase Date; PROVIDED, HOWEVER, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $5 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $5 million, shall constitute "Excess Proceedsbe applied as required pursuant to this paragraph."

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiary or Restricted Affiliate Subsidiaries to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value 130 of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash EquivalentsEquivalents or Replacement Assets; provided provided, however, that (i) the amount of any liabilities (other than Subordinated Indebtedness as shown on the most -------- ------- recent balance sheet of the Company or Indebtedness such Restricted Subsidiary) of a the Company or such Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases and (ii) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are converted within 30 days into cash or Restricted Affiliate, as Cash Equivalents (to the case may be, from further liability extent of the cash or Cash Equivalents received) shall be treated as deemed to be cash for the purposes of this Section 10.15provision; provided further, that the 75% limitation referred to in clause (b) -------- ------- will not apply to any Asset Sale in which the cash or Cash Equivalent portion of the consideration received therefrom, determined in accordance with the foregoing provision, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. The To the extent that the Net Cash Proceeds of any Asset Sale are not required to be applied to repay, and permanently reduce the commitments under, Senior Indebtedness of the Company, or are not so applied, the Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds Sale, within 360 days of any such Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereofSale, to an investment in properties and assets that will be replace the properties and assets that were the subject of such Asset Sale or in properties and assets that are used or useful in a Permitted Business (the business of the Company and its Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result Person, the principal portion of whose assets consist of such investment to the extent such person owns properties and property or assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Senior Indebtedness as set forth in clause (ii) of the preceding sentence or Company, nor invested in Replacement Assets within the 365-such 360- day period as set forth in clause (iii) shall constitute "Excess Proceeds."constitute

Disposition of Proceeds of Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiary or Restricted Affiliate Subsidiaries to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash EquivalentsEquivalents or properties or assets that will be used in the business of the Company and its Restricted Subsidiaries; provided that the -------- amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted AffiliateSubsidiary, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.15clause (b). The Company or the applicable Restricted Subsidiary, as the case may be, may shall, at the Company's option, (i) apply the Net Cash Proceeds from any such Asset Sale within 365 days of the receipt thereof to repay Indebtedness under the Bank Facility and elect to permanently reduce the commitments thereunder by the Company or a Restricted Subsidiary and amount of Indebtedness so repaid, (ii) apply the Net Cash Proceeds of from any such Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of other Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and and, in such case, elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (iiiii) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or and/or (iiiiv) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Subsidiary, (x) to repay Indebtedness incurred not more than 90 days before such Asset Sale by a Restricted Affiliate to purchase, or (y) to the extent distributed to the Company purchase price for any acquisition consummated not more than 90 days before such Asset Sale of, or a Restricted Subsidiary (z) within 365 days thereof, after such Asset Sale to an investment in, properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) business of the Company and its Restricted Subsidiaries existing on the Issue Date or any Restricted Subsidiary in businesses reasonably related thereto ("Replacement Assets"). Notwithstanding anything herein to Pending the contrary, in the event final application of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the such Net Cash Proceeds therefromProceeds, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a such Restricted Subsidiary and the Other Partner on may temporarily reduce Indebtedness under a pro rata basis in accordance with their respective equity interests. Any revolving credit facility, if any, or otherwise invest such Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceeds."Cash

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiary or Restricted Affiliate Subsidiaries to, make any consummate an Asset Sale unless (ai) the Company (or such the Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (as conclusively determined by a resolution of the shares Board of Directors of the Company set forth in an Officers' Certificate delivered to the Trustee) of the assets or assets Equity Interests issued or sold or otherwise disposed of and (bii) either (x) at least 75% of the consideration therefor received by the Company or such consideration consists Restricted Subsidiary is in the form of cash or Cash Equivalentscash; provided that for purposes of this provision, the amount of (A) any liabilities (other than Subordinated Indebtedness as shown on the Company's or Indebtedness such Restricted Subsidiary's most recent balance sheet or in the notes thereto), of a the Company or any Restricted Subsidiary (other than, in the case of an Asset Sale by the Company, liabilities that would not constitute Restricted Subsidiary Indebtednessare by their terms subordinated to the Securities) that are assumed by the transferee of any such assets pursuant to an agreement and (B) any securities or other obligations received by the Company or any such Restricted Subsidiary from such transferee that unconditionally releases are immediately converted by the Company or such Restricted Subsidiary into cash (or as to which the Company or such Restricted AffiliateSubsidiary has received at or prior to the consummation of the Asset Sale a commitment (which may be subject to customary conditions) from a nationally recognized investment, as merchant or commercial bank to convert into cash within 90 days of the case may be, from further liability consummation of such Asset Sale and which are thereafter actually converted into cash within such 90-day period) will be deemed to be cash (but shall not be treated as cash deemed to be Net Proceeds for purposes of the following provisions until reduced to cash) or (y) solely in the case of Asset Sales involving assets acquired after the date of the Indenture, the consideration therefor received by the Company or any Restricted Subsidiary is in the form of Equity Interests of the transferee of such assets; provided that such transferee does not engage to any material extent in any business other than the ownership, operation or management of Healthcare Facilities, including the acceptance of risk for the provision of long-term care and provided further that the aggregate value of any such Equity Interest, together with all other Equity Interests acquired by the Company or any of its Restricted Subsidiaries pursuant to this clause (y) during the twelve month period preceding the acquisition of such Equity Interest, does not exceed 10% of the Company's Stockholders' Equity as set forth in the Company's most recently available quarterly financial statements. Notwithstanding the foregoing, it will not be a violation of the foregoing provisions if the Company or a Restricted Subsidiary receives Investments as all or part of the consideration for an Asset Sale (which consideration is not otherwise permitted), if such Investments constitute Restricted Investments permitted by Section 10.153.08. The Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Proceeds (i) apply to purchase one or more Healthcare Facilities and/or a controlling interest in the Net Cash Proceeds from any such Asset Sale by the Company Capital Stock of a Person owning one or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaidmore Healthcare Facilities, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company to make a capital expenditure or a Restricted Subsidiary and the Net Cash Proceeds of to acquire other tangible assets, in each case, that are used or useful in any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment business in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of which the Company or any of its Restricted Subsidiary Subsidiaries is permitted to be engaged pursuant to Section 3.13, ("Replacement Assets"iii) to permanently reduce Existing Indebtedness of a Restricted Subsidiary, or (iv) to permanently reduce Senior Debt (and to correspondingly reduce commitments with respect thereto). Notwithstanding anything herein to the contrary, Any Net Proceeds from Asset Sales that are not applied or invested as provided in the event first sentence of any Asset Sale this paragraph will be deemed to constitute "EXCESS PROCEEDS." When the aggregate amount of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactionsExcess Proceeds exceeds $15 million, the Restricted Affiliate Group shall Company will be required to distribute make an offer to all Holders of Securities and holders of any other Indebtedness of the Net Cash Proceeds therefromCompany ranking on a parity with the Securities from time to time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Indebtedness with the proceeds from any asset sales, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, pro rata in proportion to the respective principal amounts of Securities and such other Indebtedness then outstanding (an "ASSET SALE OFFER") to purchase the maximum principal amount of the Securities and such other Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth below. To the extent that the aggregate amount of Securities and such other Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company or a Restricted Subsidiary may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Securities and such other Indebtedness surrendered by holders thereof exceeds the Other Partner amount of Excess Proceeds, the Securities and such other Indebtedness will be purchased on a pro rata basis in accordance with their respective equity interestsbasis. Any Net Cash Proceeds from any Upon completion of an Asset Sale that are neither Offer, the amount of Excess Proceeds shall be reset at zero. No later than the date on which the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall notify the Trustee of such Asset Sale Offer and provide the Trustee with an Officers' Certificate setting forth the calculations used in determining the amount of Net Proceeds to repay, and permanently reduce be applied to the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause purchase of Securities. The Company shall commence or cause to be commenced the Asset Sale Offer on a date no later than 10 Business Days after such notice (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess ProceedsCOMMENCEMENT DATE")."

Disposition of Proceeds of Asset Sales. (a) The Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 75% of such consideration consists of cash or Cash Equivalents; Equivalents (provided that the following shall be deemed cash for purposes of this provision and be treated as Net Cash Proceeds, subject to application as -148- hereinafter provided: the amount of (x) any liabilities (other than Subordinated Indebtedness as shown on the balance sheet or Indebtedness in the notes thereto of a the Company or such Restricted Subsidiary that would not constitute Restricted Subsidiary IndebtednessSubsidiary) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as that are assumed (and from which the case may be, from further liability shall be treated as cash for purposes of this Section 10.15. The Company or such Restricted Subsidiary is unconditionally released) in connection with such Asset Sale by the applicable transferee or purchaser of such assets or on behalf of such transferee or purchaser by a third party and (y) any notes or other assets received by the Company or such Restricted Subsidiary from such transferee or purchaser that are immediately sold or transferred (on a non-recourse basis) for cash or Cash Equivalents). To the extent the Net Cash Proceeds of any Asset Sale are not required to be applied to repay, and permanently reduce the commitments under, any Specified Indebtedness or are required but are not so applied, the Company or such Restricted Subsidiary, as the case may be, may (i) apply the such Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will shall be used in a Permitted Business (or in Capital Stock and other securities of any person that will shall become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent if such person principally owns properties and assets that will shall be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to Pending the contrary, in the event final application of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the such Net Cash Proceeds therefromin accordance with the second sentence of this paragraph or to an Asset Sale Offer, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a such Restricted Subsidiary may invest such Net Cash Proceeds in any manner not prohibited by this Indenture and the Other Partner on a pro rata basis in accordance with their respective equity interestsmay temporarily repay Specified Indebtedness. Any The Pro Rata Share of Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Specified Indebtedness as set forth in clause (ii) of the preceding sentence or nor invested in Replacement Assets within the such 365-day period as set forth in clause (iii) shall constitute "Excess Proceeds" subject to disposition as provided in Section 10.15(b)."

Disposition of Proceeds of Asset Sales. The Company shall Guarantor will not, and shall will not permit any of its Restricted Subsidiary or Restricted Affiliate Subsidiaries to, make any consummate an Asset Sale unless (ai) the Company Guarantor (or such the Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (as conclusively determined by a resolution of the shares Board of Directors of the Guarantor set forth in an Officer's Certificate delivered to the Trustee) of the assets or assets Equity Interests issued or sold or otherwise disposed of and (bii) at least 75% of the consideration therefor received by the Guarantor or such consideration consists Restricted Subsidiary is in the form of cash or Cash Equivalentscash; provided that for purposes of this provision, the amount of (A) any liabilities (other than Subordinated Indebtedness as shown on the Guarantor's or Indebtedness such Restricted Subsidiary's most recent balance sheet or in the notes thereto), of a the Guarantor or any Restricted Subsidiary (other than, in the case of an Asset Sale by the Company or the Guarantor, liabilities that would not constitute Restricted Subsidiary Indebtednessare by their terms subordinated to the Securities or the Guarantee, as the case may be) that are assumed by the transferee of any such assets pursuant to an agreement and (B) any securities or other obligations received by the Guarantor or any such Restricted Subsidiary from such transferee that unconditionally releases are immediately converted by the Company Guarantor or such Restricted Subsidiary into cash (or as to which the Guarantor or such Restricted AffiliateSubsidiary has received at or prior to the consummation of the Asset Sale a commitment (which may be subject to customary conditions) from a nationally recognized investment, as merchant or commercial bank to convert into cash within 90 days of the case may be, from further liability consummation of such Asset Sale and which are thereafter actually converted into cash within such 90-day period) will be deemed to be cash (but shall not be treated as cash deemed to be Net Proceeds for purposes of this the following provisions until reduced to cash). Notwithstanding the foregoing, it will not be a violation of the foregoing provisions if the Guarantor or a Restricted Subsidiary receives Investments as all or part of the consideration for an Asset Sale (which consideration is not otherwise permitted), if such Investments constitute Restricted Investments permitted by Section 10.15308. The Company Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Guarantor or the applicable Restricted Subsidiary, as the case may be, may apply such Net Proceeds (i) apply to purchase one or more Healthcare Facilities and/or a controlling interest in the Net Cash Proceeds from any such Asset Sale by the Company Capital Stock of a Person owning one or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaidmore Healthcare Facilities, (ii) apply to make a capital expenditure or to acquire other tangible assets, in each case, that are used or useful in any business in which the Net Cash Proceeds from such Asset Sale by the Company Guarantor or any of its Restricted Subsidiaries is permitted to be engaged pursuant to Xxxxxxx 000, (xxx) to permanently reduce Existing Indebtedness of a Restricted Subsidiary and (other than the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company Company), or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect (iv) to permanently reduce Senior Debt (and, in the case of revolving credit loans, to correspondingly reduce commitments thereunder with respect thereto). Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "EXCESS PROCEEDS." When the aggregate amount of Excess Proceeds exceeds $15 million, the Company will be required to make an offer to all Holders of Securities and holders of any other Indebtedness of the Company ranking on a parity with the Securities from time to time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Indebtedness with the proceeds from any asset sales, pro rata in proportion to the respective principal amounts of Securities and such other Indebtedness then outstanding (an "ASSET SALE OFFER") to purchase the maximum principal amount of the Securities and such other Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth below. To the extent that the aggregate amount of Securities and such other Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Securities and such other Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Securities and such other Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner purchased on a pro rata basis in accordance with their respective equity interestsbasis. Any Net Cash Proceeds from any Upon completion of an Asset Sale that are neither Offer, the amount of Excess Proceeds shall be reset at zero. No later than the date on which the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall notify the Trustee of such Asset Sale Offer and provide the Trustee with an Officer's Certificate setting forth the calculations used in determining the amount of Net Proceeds to repay, and permanently reduce be applied to the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause purchase of Securities. The Company shall commence or cause to be commenced the Asset Sale Offer on a date no later than 10 Business Days after such notice (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess ProceedsCOMMENCEMENT DATE")."

Disposition of Proceeds of Asset Sales. (a) The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 75% of such consideration consists of (A) cash or Cash Equivalents; provided , or (B) properties, capital assets and interests in joint ventures (however structured) that replace the properties and assets that were the subject of such Asset Sale or in properties and capital assets that will be used in the business of the Company and its Restricted Subsidiaries as existing at such time or in businesses reasonably related thereto (as determined in good faith by the Company's Board of Directors) ("Replacement Assets"). The amount of any liabilities Indebtedness (other than any Subordinated Indebtedness Indebtedness) of the Company or Indebtedness of a any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company or such and the Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully and unconditionally released shall be treated as deemed to be cash for purposes of this Section 10.15determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from of any such Asset Sale by within 270 days of receipt thereof to repay Senior Indebtedness and permanently reduce any related commitment, or (ii) make an Investment in Replacement Assets. To the Company extent all or a Restricted Subsidiary and part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary are not applied within 365 270 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth described in clause (i) or (ii) of the immediately preceding sentence paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 45 days after such 270th day, make an Offer to Purchase all outstanding Notes and other Senior Subordinated Indebtedness, pro rata, up to a maximum principal amount (expressed as a multiple of $1,000) of Notes and other Senior Subordinated Indebtedness equal to such Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof (or invested the accreted value of such other Senior Subordinated Indebtedness, if such other Senior Subordinated Indebtedness is issued at a discount), plus accrued and unpaid interest thereon, if any, to the Purchase Date; provided, however, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in Replacement Assets within excess of $25.0 million, at which time the 365-day period entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $25.0 million, shall be applied as set forth in clause (iii) shall constitute "Excess Proceedsrequired pursuant to this paragraph."

Disposition of Proceeds of Asset Sales. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) either (A) at least 75% of such consideration consists of cash or Cash Equivalents; provided that Equivalents or (B) at least 75% of such consideration consists of (x) properties and capital assets (including franchises and licenses required to own or operate such properties) to be used in the same lines of business being conducted by the Company or any Restricted Subsidiary at such time or (y) Equity Interests in one or more Persons which thereby become Wholly Owned Restricted Subsidiaries whose assets consist primarily of such properties and capital assets. The amount of any (i) liabilities (other than Subordinated Indebtedness of the Company or Indebtedness of a any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company or such and the Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully released shall be treated as deemed to be cash for purposes of this Section 10.15determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries and (ii) notes or other similar obligations received by the Company or the Restricted Subsidiaries from such transferee that are immediately converted (or are converted within thirty days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from of any Asset Sale within 365 days of receipt thereof to repay (x) Indebtedness of the Company secured by a Lien on the property or assets subject to such Asset Sale or (y) Indebtedness of any Restricted Subsidiary or (z) Indebtedness under the 1997 Notes and 1997 Notes Indenture and, in each case permanently reduce any related commitment; provided, however, that if Indebtedness under the revolving credit portion of the Senior Credit Facility is repaid, the Company need not reduce the commitments for such revolving credit portion, or (ii) commit in writing to acquire, construct or improve properties and capital assets (including franchises and licenses required to own or operate any such assets or properties) to be used in the same line of business being conducted by the Company or a any Restricted Subsidiary Sub- sidiary at such time and so apply such Net Cash Proceeds within 365 days of the receipt thereof. To the extent all or part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary are not so applied within 365 days of such Asset Sale (such Net Cash Proceeds, the receipt "Unutilized Net Cash Proceeds"), the Company shall, within 30 days of such 365th day, make an Offer to Purchase from all Holders of Securities Securities with an aggregate Accreted Value as of such Purchase Date equal to such Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of such Accreted Value thereof plus accrued and unpaid interest, if any, to repay an the applicable Purchase Date; provided, however, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $5.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to this paragraph. In the event that any other Indebtedness (other than Subordinated Indebtedness) of the Company in which ranks pari passu with the Securities requires the repayment or prepayment thereof, or an amount not exceeding offer to purchase to be made to repurchase such Indebtedness, upon the Other Senior Debt Pro Rata Share consummation of any Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to an Offer to Purchase to repay, prepay or offer to purchase such other Indebtedness and elect to permanently reduce an Offer to Purchase pro rata based upon (i) the amount aggregate Accreted Value of the commitments thereunder by Securities then outstanding on the amount of the Indebtedness so repaid, applicable Purchase Date and (ii) apply the aggregate principal amount (or accreted amount, if less) of such other Indebtedness then outstanding on such Purchase Date. The Offer to Purchase shall remain open for a period of 20 Business Days or such longer period as may be required by law. To the extent the aggregate Accreted Value of Securities tendered pursuant to the Offer to Purchase exceeds the Unutilized Net Cash Proceeds, Securities shall be purchased among Holders on a proportionate basis (based on the relative aggregate Accreted Value of Securities validly tendered for purchase by Holders thereof). To the extent the Unutilized Net Cash Proceeds from such Asset Sale exceed the aggregate Accreted Value of Securities tendered by the Holders of the Securities pursuant to the Offer to Purchase, the Company or a Restricted Subsidiary may retain and utilize any portion of the Unutilized Net Cash Proceeds not applied to repurchase the Securities for any purpose consistent with the other terms of any Asset Sale by a Restricted Affiliate to this Indenture. In the extent distributed to event that the Company or a Restricted Subsidiary makes an Offer to repay Purchase the Securities, the Company shall comply with any Restricted Subsidiary Indebtedness applicable securities laws and elect to permanently reduce regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under, the commitments thereunder by the amount Ex- change Act and any violation of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds provisions of any Asset Sale by a Restricted Affiliate this Indenture relating to the extent distributed such Offer to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate Purchase occurring as a result of such investment to compliance shall not be deemed an Event of Default or an event that with the extent such person owns properties and assets that will be used in a Permitted Business) passing of the Company time or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrarygiving of notice, in the event or both, would constitute an Event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess ProceedsDefault."

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration (including by way of relief from, or by any other person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash EquivalentsEquivalents or Replacement Assets (as defined below); provided provided, however, that (i) the amount of any liabilities (other than Subordinated Indebtedness as shown on the most recent balance sheet of the Company or Indebtedness such Restricted Subsidiary) of a the Company or such Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases and (ii) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are converted within 90 days into cash or Restricted Affiliate, as Cash Equivalents (to the case may be, from further liability extent of the cash or Cash Equivalents received) shall be treated as deemed to be cash for the purposes of this Section 10.15provision; provided further, that the 75% limitation referred to in clause (b) will not apply to any Asset Sale in which the cash or Cash Equivalent portion of the consideration received therefrom, determined in accordance with the foregoing provision, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. The To the extent that the Net Cash Proceeds of any Asset Sale are not required to be applied to repay, and permanently reduce the commitments under, Senior Indebtedness of the Company or any Restricted Subsidiary, or are not so applied, the applicable Company or such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary Sale, within 365 days thereofof such Asset Sale, to an investment in properties and assets that will be replace the properties and assets that were the subject of such Asset Sale or in properties and assets that are used or useful in a Permitted Business (the business of the Company and its Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result Person, the principal portion of whose assets consist of such investment property or assets (“Replacement Assets”); provided however, that any such reinvestment in Replacement Assets made pursuant to a definitive binding agreement or commitment approved by the extent such person owns properties and assets that will be used in a Permitted Business) Board of Directors of the Company that is executed or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contraryapproved within such time shall satisfy this requirement, so long as such investment is consummated within 180 days of such 365th day; provided that in the event of such binding agreement or commitment is later canceled or terminated for any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the reason before such Net Cash Proceeds therefromare so applied, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a such Restricted Subsidiary and may satisfy its obligations as to any Net Cash Proceeds by entering into another binding agreement or commitment within six months of such cancellation or termination of the Other Partner on a pro rata basis in accordance prior binding agreement or commitment or treating such Net Cash Proceeds as Excess Proceeds; provided, further that the Company or such Restricted Subsidiary may only enter into such an agreement or commitment under the foregoing provision one time with their respective equity interestsrespect to each Asset Sale. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Senior Indebtedness as set forth in clause (ii) of the preceding sentence or Company, nor invested in Replacement Assets within pursuant to the 365-day period preceding sentence constitute “Excess Proceeds” subject to disposition as set forth provided below. When the aggregate amount of Excess Proceeds equals or exceeds $25,000,000, the Company shall make an offer to purchase (an “Asset Sale Offer”), from all holders of the Securities, an aggregate principal amount of Securities equal to such Excess Proceeds, at a price in clause cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon to the Purchase Date (the “Asset Sale Offer Price”). To the extent that the aggregate principal amount of Securities tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use such deficiency for general corporate purposes. The Securities shall be purchased by the Company, at the option of the Holder thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice is given to Holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act. If Securities purchasable at an aggregate Purchase Price in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Asset Sale Offer to Purchase, the Company shall purchase Securities on a pro rata basis, based on the Purchase Price therefor, or such other method as the Trustee shall deem fair and appropriate (subject in each case to applicable rules of the Depositary and any securities exchange upon which the Securities may then be listed), with such adjustments as may be deemed appropriate so that only Securities in denominations of $1,000 principal face amount or integral multiples thereof shall be purchased. Notwithstanding the foregoing, if the Company is required to commence an Asset Sale Offer at any time when securities of the Company ranking pari passu in right of payment with the Securities are outstanding and the terms of such securities provide that a similar offer must be made with respect to such other securities, then the Asset Sale Offer for the Securities shall be made concurrently with such other offers and securities of each issue will be accepted on a pro rata basis in proportion to the aggregate principal amount of securities of each issue which the holders thereof elect to have purchased. Any Asset Sale Offer will be made only to the extent permitted under, and subject to prior compliance with, the terms of agreements governing Senior Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero. On the Purchase Date under this Section 10.14, the Company shall (i) accept for payment (subject to proration as described in the Offer to Purchase) Securities or portions thereof tendered pursuant to the Asset Sale Offer, (ii) deposit with the Paying Agent money, in immediately available funds, sufficient to pay the purchase price of all Securities or portions thereof so tendered and accepted and (iii) deliver to the Trustee the Securities so accepted together with an Officer’s Certificate setting forth the Securities or portions thereof tendered to and accepted for payment by the Company. The Paying Agent shall constitute "promptly mail or deliver to the Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and make available for delivery to such Holders a new Security of like tenor equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer not later than the third Business Day following the Asset Sale Offer Purchase Date. Whenever the aggregate amount of Excess ProceedsProceeds received by the Company and its Restricted Subsidiaries exceeds $25,000,000, such Excess Proceeds shall, prior to the purchase of Securities, be set aside by the Company or such Restricted Subsidiary, as the case may be, in a separate account pending (i) deposit with the Paying Agent of the amount required to purchase the Securities tendered in an Asset Sale Offer or (ii) delivery by the Company of the Asset Sale Offer Price to the Holders of the Securities validly tendered and not withdrawn pursuant to an Asset Sale Offer. Such Excess Proceeds may be invested in Cash Equivalents, as directed by the Company, having a maturity date which is not later than the earliest possible date for purchase of Securities pursuant to the Asset Sale Offer. The Company will be entitled to any interest or dividends accrued, earned or paid on such Cash Equivalents. The Company shall comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable, in the event that an Asset Sale occurs and the Company is required to purchase Securities as described above."

Disposition of Proceeds of Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiary or Restricted Affiliate Subsidiaries to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents; provided Equivalents or properties or assets that will be used in the business of the Company and its Restricted Subsidiaries. To the extent that the amount Net Cash Proceeds of any liabilities (other than Subordinated Indebtedness Asset Sale are not required to be applied to repay, and permanently reduce the commitments under, the Bank Credit Agreement or Indebtedness of a Restricted Subsidiary that would are not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases so applied, the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds Sale, within 365 days of any such Asset Sale, (i) to repay Indebtedness incurred not more than 90 days before such Asset Sale by a Restricted Affiliate to purchase, or (ii) to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid purchase price for an acquisition consummated not more than 90 days before such Asset Sale of, or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereofafter such Asset Sale to, to an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) business of the Company and its Restricted Subsidiaries existing on the Issue Date or any Restricted Subsidiary in businesses reasonably related thereto ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or Bank Credit Agreement nor invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall such periods constitute "Excess Proceeds" subject to disposition as provided below. When the aggregate amount of Excess Proceeds equals or exceeds $15,000,000, the Company shall within 20 days thereof make an Offer to Purchase (an "Asset Sale Offer"), on a pro rata basis from all Holders of the Securities and all holders of the Company's Senior Discount Notes, an aggregate principal amount of Securities and Senior Discount Notes at their accreted value (determined as provided in the Senior Discount Notes) equal to such Excess Proceeds, at a price in cash for the Securi- 104 ties equal to 100% of the outstanding principal amount thereof (the "Asset Sale Offer Price") plus accrued and unpaid interest, if any, to the Purchase Date (and at a price in cash for the Senior Discount Notes as provided in the Senior Discount Notes). To the extent that the aggregate purchase price for the Securities and Senior Discount Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use such deficiency for general corporate purposes. The Securities shall be purchased by the Company, at the option of the Holder thereof, in whole or in part in integral multiples of $1,000. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero. On the Asset Sale Offer Purchase Date, the Company shall (i) accept for payment (subject to pro ration as described in the Offer to Purchase) Securities or portions thereof tendered pursuant to the Asset Sale Offer, (ii) deposit with the Paying Agent money, in immediately available funds, sufficient to pay the purchase price of all Securities or portions thereof so tendered and accepted and (iii) deliver to the Trustee the Securities so accepted together with an Officers' Certificate setting forth the Securities or portions thereof tendered to and accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and make available for delivery to such Holders a new Security of like tenor equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer not later than the first business Day following the Asset Sale Offer Purchase Date. Whenever the aggregate amount of Excess Proceeds received by the Company and its Restricted Subsidiaries exceeds $15,000,000, such Excess Proceeds shall, prior to the purchase of Securities, be set aside by the Company or such Restricted Subsidiary, as the case may be, in a separate account pending (i) deposit with the Trustee of the amount required to purchase the Securities tendered in an Asset Sale Offer or (ii) delivery by the Company of the Asset Sale Offer Price to the Holders of 105 the Securities validly tendered and not withdrawn pursuant to an Asset Sale Offer. Such Excess Proceeds may be invested in Cash Equivalents, as directed by the Company, having a maturity date which is not later than the earliest possible date for purchase of Securities pursuant to the Asset Sale Offer. The Company will be entitled to any interest or dividends accrued, earned or paid on such Cash Equivalents. The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, create or permit to exist or become effective any restriction (other than restrictions existing under Indebtedness outstanding on the date of this Indenture and in the Bank Credit Agreement as of the date of its execution) that would materially impair the ability of the Company to make an Asset Sale Offer or, if such an offer is made, to pay for the Securities tendered for purchase. The Company shall comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable, in the event that an Asset Sale occurs and the Company is required to purchase Securities as described above."

Disposition of Proceeds of Asset Sales. The first sentence of Section 10.15 is hereby amended and restated in its entirety to read as follows: The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 7580% of such consideration consists of cash Cash or Cash Equivalents; provided that the following shall be treated as Cash or Cash Equivalents for the purposes of this Section 10.15: (x) the amount of any liabilities Indebtedness (other than Subordinated Indebtedness and Deeply Subordinated Indebtedness) of the Company or Indebtedness of a any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is assumed by the transferee of any assets disposed of in such assets Asset Sale pursuant to an agreement that fully and unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as ("Assumed Indebtedness"), (y) the amount of any notes or other obligations that within 30 days of receipt are converted into cash for purposes (to the extent of this Section 10.15. The Company the cash (after payment of any costs of disposition) so received), and (z) the exercise of any warrant or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale option issued by the Company or a Restricted any Subsidiary and where the Net Cash Proceeds exercise price is paid (i) by cancellation of all or any part of the unpaid principal amount of any Asset Sale then-outstanding Indebtedness owed to such warrant or option holder by a Restricted Affiliate the Company or its Subsidiary in an amount equal to the extent distributed exercise price, (ii) by cancellation of such number of the shares of common stock of the Company or its Subsidiary otherwise issuable to the warrant or option holder upon such exercise as shall be specified for cancellation by the warrant or option holder, such that the excess of the aggregate current market price of such specified number of shares on the date of exercise over the portion of the exercise price attributable to such shares shall equal the exercise price attributable to the shares of common stock to be issued upon such exercise, or (iii) by surrender to the Company or a Restricted its Subsidiary within 365 days for cancellation certificates representing shares of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) common stock of the Company or any Restricted its Subsidiary owned by the warrant or option holder ("Replacement Assets"). Notwithstanding anything herein properly endorsed for transfer in blank) having a current market price on the date of exercise equal to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceedsexercise price thereunder."

Disposition of Proceeds of Asset Sales. The Company shall not, and shall not cause or permit any Restricted Subsidiary of the Company to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of of, and (bii) at least 75% of the consideration therefor received by the Company or such consideration consists Restricted Subsidiary is in the form of (a) cash or Cash EquivalentsEquivalents or (b) property or assets that are used or useful in a Permitted Business, or Equity Interests of any Person primarily engaged in a Permitted Business if, as a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary; provided PROVIDED that the amount of (x) any liabilities of the Company or any Restricted Subsidiary (other than Subordinated Indebtedness contingent liabilities and liabilities of the Company that are by their terms subordinated to the Securities or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtednessany guarantee thereof) that are assumed by the transferee of any such assets pursuant to an the customary novation agreement that unconditionally releases the Company or such Restricted subsidiary from further liability and (y) any notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted AffiliateSubsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Sale, will be deemed to be cash for purposes of this provision; PROVIDED FURTHER that the 75% limitation referred to above shall not apply to any sale, transfer or other disposition of assets in which the cash portion of the consideration received therefor, determined in accordance with the foregoing proviso, is equal to or greater than what the after-tax net proceeds would have been had such transaction complied with the aforementioned 75% limitation. The Company or such Restricted Subsidiary, as the case may be, from further liability shall be treated as cash for purposes must (to the extent permitted by the Credit Facilities) deposit and retain all Net Cash Proceeds of any Asset Sale in a segregated escrow account until applied in accordance with the provisions of this Section 10.154.06. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from of any such Asset Sale within 360 days of receipt thereof to repay Senior Indebtedness, or (ii) make an Investment in property or assets that are used or useful in a Permitted Business, or Equity Interests of any Person primarily engaged in a Permitted Business if, as a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary and Subsidiary. To the extent all or part of the Net Cash Proceeds of any Asset Sale by are not applied as described in clause (i) or (ii) of the immediately preceding paragraph within the time periods set forth therein (the “NET PROCEEDS UTILIZATION DATE”) (such Net Cash Proceeds, the “UNUTILIZED NET CASH PROCEEDS”), the Company shall, within 20 days after such Net Proceeds Utilization Date, be required to make a Restricted Affiliate pro rata offer (an “Asset Sale Offer”) to all Holders of Securities and any holders of other Indebtedness that is pari passu with or senior to the Securities or the Subsidiary Guarantees in question (including the Solomon Notes) and that requires such an offer and contains provisions similar to those set forth in this Indenture with respect to Offers to Purchase, to purchase or redeem with the net cash proceeds of sales of assets, the maximum principal amount of Securities and such other pari passu Indebtedness that may be purchased out of the Unutilized Net Cash Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest to the Purchase Date (subject to the right of Holders of record on the relevant Interest Record Date to receive interest on the relevant Interest Payment Date), in accordance with the procedures set forth in the definition of “Offer to Purchase”; PROVIDED, HOWEVER, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $5.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to this paragraph. With respect to any Offer to Purchase affected pursuant to this Section 4.06, to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an aggregate principal amount of Indebtedness (other than Subordinated Indebtedness) of Ratable Securities tendered pursuant to such Offer to Purchase exceeds the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Unutilized Net Cash Proceeds from to be applied to the repurchase thereof, such Asset Sale Ratable Securities shall be purchased pro rata based on the aggregate principal amount of such Securities tendered by each Holder. To the Company or a Restricted Subsidiary and extent the Unutilized Net Cash Proceeds exceeds the aggregate amount of any Asset Sale Ratable Securities tendered by a Restricted Affiliate the Holders of the Securities pursuant to the extent distributed such Offer to Purchase, the Company or a Restricted Subsidiary to repay may retain and utilize any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount portion of the Indebtedness so repaid or (iii) apply the Unutilized Net Cash Proceeds from not required to be applied to repurchase Ratable Securities tendered pursuant to such Offer for any Asset Sale by purpose consistent with the other terms of this Indenture. In the event that the Company or a Restricted Subsidiary and makes an Offer to Purchase for the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to Ratable Securities, the Company or a Restricted Subsidiary within 365 days thereofshall comply with any applicable securities laws and regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act, and any violation of the provisions of this Indenture relating to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate such Offer to Purchase occurring as a result of such investment compliance shall not be deemed an Event of Default or an event that with the passing of time or giving of notice, or both would constitute an Event of Default. Each holder of Ratable Securities shall be entitled to tender all or any portion of the Ratable Securities owned by such holder pursuant to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein Offer to Purchase, subject to the contrary, requirement that any portion of a Ratable Security tendered must be tendered in the event an integral multiple of $1.00 principal amount and subject to any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness proration among tendering Holders as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceedsdescribed above."

Disposition of Proceeds of Asset Sales. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate of its Subsidiaries to, make directly or indirectly, consummate any Asset Sale unless (ai) the Company or such Restricted Subsidiary or such Restricted Affiliate, as the case may be, receives consideration at the time received in respect of such Asset Sale is at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of subject to such Asset Sale and (bii) at least 75% of such the value of the consideration consists of cash or Cash Equivalents; provided that the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed therefrom received by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary is in the form of (A) cash or Restricted Affiliate, as Cash Equivalents or (B) the case may be, from further liability shall be treated as cash for purposes assumption by the Person acquiring the assets in such Asset Sale of this Section 10.15Indebtedness of the Company or any of its Subsidiaries with the effect that none of the Company or any of its Subsidiaries will have any obligation with respect to such Indebtedness. The Company or the applicable Restricted Subsidiary, as the case may be, may will either (iw) within 360 calendar days of consummation of the Asset Sale apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by to permanently repay Indebtedness under the Company or Acquisition Facility (for purposes of this clause, a Restricted Subsidiary and the Net Cash Proceeds repayment of any Asset Sale by amount owing under the Acquisition Facility shall be deemed a Restricted Affiliate permanent repayment to the extent distributed to the amount represented by such repayment is not drawn upon by any Subsidiary of the Company or for a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount period of the Indebtedness so repaid nine months following such repayment), or (iiix) within 360 calendar days of such Asset Sale apply the Net Cash Asset Sale Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) business of the Company and its Subsidiaries existing on the Issue Date or in businesses reasonably related thereto, including reasonably related extensions thereof or (y) a combination of prepayment and investment permitted by the foregoing clauses (w) and (x) or (z) apply any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Net Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used not applied pursuant to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (iiw), (x) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iiiy) shall constitute above (such amounts, "Excess Proceeds") as provided below."

Disposition of Proceeds of Asset Sales. (a) The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 75% of such consideration consists of (A) cash or Cash Equivalents; provided , or (B) properties, capital assets and interests in joint ventures (however structured) that replace the properties and assets that were the subject of such Asset Sale or in properties and capital assets that will be -35- used in the business of the Company and its Restricted Subsidiaries as existing at such time or in businesses reasonably related thereto (as determined in good faith by the Company's Board of Directors) ("Replacement Assets"). The amount of any liabilities Indebtedness (other than any Subordinated Indebtedness Indebtedness) of the Company or Indebtedness of a any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company or such and the Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully and unconditionally released shall be treated as deemed to be cash for purposes of this Section 10.15determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from of any such Asset Sale by within 270 days of receipt thereof to repay Senior Indebtedness and permanently reduce any related commitment, or (ii) make an Investment in Replacement Assets. To the Company extent all or a Restricted Subsidiary and part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary are not applied within 365 270 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth described in clause (i) or (ii) of the immediately preceding sentence paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 45 days after such 270th day, make an Offer to Purchase all outstanding Notes and other Senior Subordinated Indebtedness, pro rata, up to a maximum principal amount (expressed as a multiple of $1,000) of Notes and other Senior Subordinated Indebtedness equal to such Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof (or invested the accreted value of such other Senior Subordinated Indebtedness, if such other Senior Subordinated Indebtedness is issued at a discount), plus accrued and unpaid interest thereon, if any, to the Purchase Date; provided, however, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in Replacement Assets within excess of $25.0 million, at which time the 365-day period entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $25.0 million, shall be applied as set forth in clause (iii) shall constitute "Excess Proceedsrequired pursuant to this paragraph."

Disposition of Proceeds of Asset Sales. (a) The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of for such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 7565% of such consideration consists of (A) cash or Cash Equivalents; provided , or (B) properties, capital assets and interests in joint ventures (however structured) that replace the properties and assets that were the subject of such Asset Sale or in properties and capital assets that will be used in the business of the Company and its Restricted Subsidiaries as existing at such time or in businesses reasonably related thereto (as determined in good faith by the Company's Board of Directors) ("REPLACEMENT ASSETS"). The amount of any liabilities Indebtedness (other than any Subordinated Indebtedness Indebtedness) of the Company or Indebtedness of a any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company or such and the Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully and unconditionally released shall be treated as deemed to be cash for purposes of this Section 10.15determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from of any such Asset Sale by to repay Senior Indebtedness and permanently reduce any related commitment, or (ii) make an Investment in Replacement Assets within 270 days of receipt thereof. To the Company extent all or a Restricted Subsidiary and part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary are not applied within 365 270 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth described in clause (i) or (ii) of the immediately preceding sentence paragraph (such Net Cash Proceeds, the "UNUTILIZED NET CASH PROCEEDS"), the Company shall, within 45 days after such 270th day, make an Offer to Purchase all outstanding Notes and other Junior Subordinated Indebtedness, PRO RATA, up to a maximum principal amount (expressed as a multiple of $1,000) of Notes and other Junior Subordinated Indebtedness equal to such Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof (or invested the accreted value of such other Junior Subordinated Indebtedness, if such other Junior Subordinated Indebtedness is issued at a discount), plus accrued and unpaid interest thereon, if any, to the Purchase Date; PROVIDED, HOWEVER, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in Replacement Assets within excess of $25.0 million, at which time the 365-day period entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $25.0 million, shall be applied as set forth in clause (iii) shall constitute "Excess Proceedsrequired pursuant to this paragraph."

Disposition of Proceeds of Asset Sales. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 75% of such consideration consists of (A) cash or Cash Equivalents; provided provided, however, that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary liabilities that would not constitute Restricted Subsidiary Indebtednessare by their terms subordinated to the Securities) that are assumed by the transferee of any such assets pursuant to an agreement assets, and (y) any notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that unconditionally releases are immediately converted by the Company or such Restricted Subsidiary or Restricted Affiliate, as into cash (to the case may be, from further liability extent of the cash received) shall be treated as deemed to be cash for the purposes of this clause (A), or (B) properties and capital assets that replace the properties and assets that were the subject of such Asset Sale or in properties and capital assets that will be used in a Related Business ("Replacement Assets"), provided, however, that if such property or assets subject to such Asset Sale were directly owned by the Company or a Guarantor, such Replacement Assets shall also be directly owned by the Company or a Guarantor. The amount of any Indebtedness (other than any Subordinated Indebtedness) of the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully and unconditionally released shall be deemed to be cash for purposes of this Section 10.15determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from of any such Asset Sale by within 180 days of receipt thereof to repay Senior Indebtedness and permanently reduce any related commitment, or (ii) make an Investment in Replacement Assets; provided, however, that such Investment occurs or the Company or a Restricted Subsidiary enters into contractual commitments to make such Investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 180th day following the receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are so applied within 270 days following the receipt of such Net Cash Proceeds. To the extent all or part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount are not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate applied as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth described in clause (i) or (ii) of the immediately preceding sentence or invested in Replacement Assets paragraph within the 365-day period as time periods set forth therein (the "Net Proceeds Utilization Date") (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 20 days after such Net Proceeds Utilization Date, make an Offer to Purchase all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to such Unutilized Net Cash Proceeds, at a purchase price in clause (iii) cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Purchase Date; provided, however, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $5 million, at which time the en- tire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $5 million, shall constitute "Excess Proceedsbe applied as required pursuant to this paragraph. With respect to any Offer to Purchase effected pursuant to this Section 4.07, among the Securities, to the extent the aggregate principal amount of Securities tendered pursuant to such Offer to Purchase exceeds the Unutilized Net Cash Proceeds to be applied to the repurchase thereof, such Securities shall be purchased pro rata based on the aggregate principal amount of such Securities tendered by each Holder. To the extent the Unutilized Net Cash Proceeds exceed the aggregate amount of Securities tendered by the Holders of the Securities pursuant to such Offer to Purchase, the Company may retain and utilize any portion of the Unutilized Net Cash Proceeds not applied to repurchase the Securities for any purpose consistent with the other terms of this Indenture and such Unutilized Net Cash Proceeds shall no longer be counted in determining the available amount of Unutilized Net Cash Proceeds for purposes of this Section 4.07. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Securities pursuant to an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.07, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07 by virtue hereof. Each Holder shall be entitled to tender all or any portion of the Securities owned by such Holder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Security tendered must be tendered in an integral multiple of $1,000 principal amount and subject to any proration among tendering Holders as described above."

Disposition of Proceeds of Asset Sales. (a) The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 7580% of such consideration consists of (A) cash or Cash Equivalents, (B) properties and capital assets to be used in distributing DirecTv(R) Services, other services provided by DirecTv, Inc. or other high-powered DBS services, or (C) Equity Interests in one or more Persons that thereby become Restricted Subsidiaries whose assets consist primarily of properties and capital assets used in distributing DirecTv(R) Services, other services provided by DirecTv, Inc. or other high-powered DBS services; provided provided, however, that if the Fair Market Value of the assets sold or otherwise disposed of exceeds $25.0 million, the Company shall be required to obtain the written opinion from an Independent Financial Advisor (and file such opinion with the Trustee) stating that the terms of such Asset Sale are fair, from a financial point of view, to the Company or the Restricted Subsidiary involved in such Asset Sale. The amount of any liabilities (i) Indebtedness (other than any Subordinated Indebtedness Indebtedness) of the Company or Indebtedness of a any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company or such and the Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully released shall be treated as deemed to be cash for purposes of this Section 10.15determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries and (ii) notes or other similar obligations received by the Company or the Restricted Subsidiaries from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within thirty days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Senior Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaidany related commitment, (ii) commit in writing to acquire, construct or improve properties and capital assets to be used in distributing DirecTv(R) Services, other services provided by DirecTv, Inc. or other high-powered DBS services at such time and so apply the such Net Cash Proceeds from such Asset Sale by within 365 days after the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid receipt thereof, or (iii) apply the Net Cash Proceeds from of any Asset Sale by within 365 days after receipt thereof to the Company making of any Investment that is permitted to be made under Section 4.06. To the extent that all or a Restricted Subsidiary and part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary are not applied within 365 days thereofof such Asset Sale as described in clause (i), (ii) or (iii) of the immediately preceding paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 20 days after such 365th day, make an Offer to Purchase all outstanding Securities up to a maximum principal amount of Securities equal to the Securities Portion of Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount of Securities, plus accrued and unpaid interest (including Additional Interest, if any) thereon, if any, to an investment in properties and assets the Purchase Date; provided, however, that will the Offer to Purchase may be used in a Permitted Business (deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in Capital Stock and other securities excess of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result $5.0 million, at which time the entire amount of such investment Unutilized Net Cash Proceeds, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to this paragraph. In the extent such person owns properties and assets event that will be used in a Permitted Business) any other Indebtedness of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein that ranks pari passu with the Securities or any Guaranty requires that an offer to purchase be made to repurchase such Indebtedness upon the contrary, in the event consummation of any Asset Sale of all or substantially all of (the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions"Other Indebtedness"), the Restricted Affiliate Group shall be required to distribute Company may apply the Unutilized Net Cash Proceeds therefrom, after providing for all otherwise required to be applied to an Offer to Purchase to an offer to purchase such Other Indebtedness and other liabilities to an Offer to Purchase so long as the amount of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Unutilized Net Cash Proceeds from applied to repurchase the Securities is not less than the Securities Portion of Unutilized Net Cash Proceeds. With respect to any Asset Sale that are neither used Unutilized Net Cash Proceeds, the Company shall make the Offer to repay, Purchase in respect thereof at the same time as the analogous offer to purchase is made under any Other Indebtedness and permanently reduce the commitments under, Purchase Date in respect thereof shall be the same under this Indenture as the purchase date in respect thereof pursuant to any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess ProceedsOther Indebtedness."

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash cash, Cash Equivalents or Cash EquivalentsQualified Consideration; provided that the following shall be treated as cash for purposes of this Section 10.15: (x) the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as ("assumed liabilities") and (y) the amount of any notes or other obligations that within 30 days of receipt, are converted into cash for purposes (to the extent of this Section 10.15the cash received). The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the such Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted an Internet Service Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted an Internet Service Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceeds."

Disposition of Proceeds of Asset Sales. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or and/or assets sold or otherwise disposed of subject to such Asset Sale and (bii) at least 75% of the consideration for any such consideration consists of Asset Sale is cash or and/or Cash Equivalents; Equivalents (provided that the following shall be deemed cash for purposes of this provision and be treated as Net Cash Proceeds, subject to application as hereinafter provided: the amount of any liabilities (other than Subordinated Indebtedness as shown on the balance sheet or Indebtedness in the notes thereto of a the Company or such Restricted Subsidiary that would not constitute Restricted Subsidiary IndebtednessSubsidiary) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as that are assumed (and from which the case may be, from further liability shall be treated as cash for purposes of this Section 10.15. The Company or the applicable such Restricted Subsidiary, as the case may be, may (iSubsidiary is unconditionally released) apply the Net Cash Proceeds from any in connection with such Asset Sale by the Company transferee or purchaser of such assets or on behalf of such transferee or purchaser by a Restricted Subsidiary and third party). To the extent the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount are not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used be applied to repay, and permanently reduce the commitments under, any outstanding Indebtedness under the New Credit Agreement as required by the terms thereof or are not so applied, then the Company may, within 12 months of the Asset Sale, invest Net Cash Proceeds in properties and assets which replace the properties and assets that were the subject of the Asset Sale or in properties and assets (including inventory) that will be used in the business of the Company and the Restricted Subsidiary Subsidiaries existing on the Issue Date or in businesses reasonably related thereto. The amount of such Net Cash Proceeds in excess of the amount (i) used to repay Indebtedness under the New Credit Agreement and (ii) permitted to be invested and so invested as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period above is referred to herein as set forth in clause (iii) shall constitute "Excess Proceeds."

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash EquivalentsEquivalents or Replacement Assets; provided provided, however, that (i) the amount of any liabilities (other than Subordinated Indebtedness as shown on the most recent balance sheet of the Company or Indebtedness such Restricted Subsidiary) of a the Company or such Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases and (ii) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are converted within 180 days into cash or Restricted Affiliate, as Cash Equivalents (to the case may be, from further liability extent of the cash or Cash Equivalents received) shall be treated as deemed to be cash for the purposes of this Section 10.15provision; provided further, that the 75% limitation referred to in clause (b) will not apply to any Asset Sale in which the cash or Cash Equivalent portion of the consideration received therefrom, determined in accordance with the foregoing provision, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. The To the extent that the Net Cash Proceeds of any Asset Sale are not required to be applied to repay, and permanently reduce the commitments under, Senior Indebtedness of the Company or any Restricted Subsidiary, or are not so applied, the applicable Company or such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary Sale, within 365 days thereofof such Asset Sale, to an investment in properties and assets that will be replace the properties and assets that were the subject of such Asset Sale or in properties and assets that are used or useful in a Permitted Business (the business of the Company and its Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result Person, the principal portion of whose assets consist of such investment property or assets (collectively, “Replacement Assets”); provided however, that any such reinvestment in Replacement Assets made pursuant to a definitive binding agreement or commitment approved by the extent such person owns properties and assets that will be used in a Permitted Business) Board of Directors of the Company that is executed or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contraryapproved within such time shall satisfy this requirement, so long as such investment is consummated within 180 days of such 365th day; provided that in the event of such binding agreement or commitment is later canceled or terminated for any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the reason before such Net Cash Proceeds therefromare so applied, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a such Restricted Subsidiary and may satisfy its obligations as to any Net Cash Proceeds by entering into another binding agreement or commitment within six months of such cancellation or termination of the Other Partner on a pro rata basis in accordance prior binding agreement or commitment or treating such Net Cash Proceeds as Excess Proceeds; provided further that the Company or such Restricted Subsidiary may only enter into such an agreement or commitment under the foregoing provision one time with their respective equity interestsrespect to each Asset Sale. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Senior Indebtedness as set forth in clause (ii) of the preceding sentence or Company, nor invested in Replacement Assets within pursuant to the 365-day period preceding sentence constitute “Excess Proceeds” subject to disposition as set forth provided below. When the aggregate amount of Excess Proceeds equals or exceeds $35,000,000, the Company shall make an offer to purchase (an “Asset Sale Offer”), from all Holders of the Securities, an aggregate principal amount of Securities equal to such Excess Proceeds, at a price in clause cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon to the Purchase Date (the “Asset Sale Offer Price”). To the extent that the aggregate principal amount of Securities tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use such deficiency for general corporate purposes. The Securities shall be purchased by the Company, at the option of the Holder thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice is given to Holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act. If Securities purchasable at an aggregate Purchase Price in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Asset Sale Offer to Purchase, the Company shall purchase Securities on a pro rata basis, based on the Purchase Price therefor, or such other method as the Trustee shall deem fair and appropriate (subject in each case to applicable rules of the Depositary and any securities exchange upon which the Securities may then be listed), with such adjustments as may be deemed appropriate so that only Securities in denominations of $1,000 principal face amount or integral multiples thereof shall be purchased. Notwithstanding the foregoing, if the Company is required to commence an Asset Sale Offer at any time when securities of the Company ranking pari passu in right of payment with the Securities are outstanding and the terms of such securities provide that a similar offer must be made with respect to such other securities, then the Asset Sale Offer for the Securities shall be made concurrently with such other offers and securities of each issue will be accepted on a pro rata basis in proportion to the aggregate principal amount of securities of each issue which the holders thereof elect to have purchased. Any Asset Sale Offer will be made only to the extent permitted under, and subject to prior compliance with, the terms of agreements governing Senior Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero. On the Purchase Date under this Section 10.14, the Company shall (i) accept for payment (subject to proration as described in the Offer to Purchase) Securities or portions thereof tendered pursuant to the Asset Sale Offer, (ii) deposit with the Paying Agent money, in immediately available funds, sufficient to pay the purchase price of all Securities or portions thereof so tendered and accepted and (iii) deliver to the Trustee the Securities so accepted together with an Officer’s Certificate setting forth the Securities or portions thereof tendered to and accepted for payment by the Company. The Paying Agent shall constitute "promptly mail or deliver to the Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and make available for delivery to such Holders a new Security of like tenor equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer not later than the third Business Day following the Asset Sale Offer Purchase Date. Whenever the aggregate amount of Excess ProceedsProceeds received by the Company and its Restricted Subsidiaries exceeds $35,000,000, such Excess Proceeds shall, prior to the purchase of Securities, be set aside by the Company or such Restricted Subsidiary, as the case may be, in a separate account pending (i) deposit with the Paying Agent of the amount required to purchase the Securities tendered in an Asset Sale Offer or (ii) delivery by the Company of the Asset Sale Offer Price to the Holders of the Securities validly tendered and not withdrawn pursuant to an Asset Sale Offer. Such Excess Proceeds may be invested in Cash Equivalents, as directed by the Company, having a maturity date which is not later than the earliest possible date for purchase of Securities pursuant to the Asset Sale Offer. The Company will be entitled to any interest or dividends accrued, earned or paid on such Cash Equivalents. The Company shall comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable, in the event that an Asset Sale occurs and the Company is required to purchase Securities as described above."

Disposition of Proceeds of Asset Sales. The Company shall not, and shall not cause or permit any Restricted Subsidiary of the Company to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of of, and (bii) at least 75% of the consideration therefor received by the Company or such consideration consists Restricted Subsidiary is in the form of (a) cash or Cash EquivalentsEquivalents or (b) property or assets that are used or useful in a Permitted Business, or Equity Interests of any Person primarily engaged in a Permitted Business if, as a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary; provided PROVIDED that the amount of (x) any liabilities of the Company or any Restricted Subsidiary (other than Subordinated Indebtedness contingent liabilities and liabilities of the Company that are by their terms subordinated to the Securities or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtednessany guarantee thereof) that are assumed by the transferee of any such assets pursuant to an the customary novation agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall and (y) any notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 360 days following the closing of such Asset Sale, will be treated as deemed to be cash for purposes of this Section 10.15provision; PROVIDED FURTHER that the 75% limitation referred to above shall not apply to any sale, transfer or other disposition of assets in which the cash portion of the consideration received therefor, determined in accordance with the foregoing proviso, is equal to or greater than what the after-tax net proceeds would have been had such transaction complied with the aforementioned 75% limitation. The Company or such Restricted Subsidiary of the applicable Restricted SubsidiaryCompany, as the case may be, may (i) apply the Net Cash Proceeds from of any such Asset Sale within 360 days of receipt thereof to repay Senior Indebtedness, or (ii) make an Investment in property or assets that are used or useful in a Permitted Business, or Equity Interests of any Person primarily engaged in a Permitted Business if, as a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary and Subsidiary. To the extent all or part of the Net Cash Proceeds of any Asset Sale by are not applied as described in clause (i) or (ii) of the immediately preceding paragraph within the time periods set forth therein (the "NET PROCEEDS UTILIZATION DATE") (such Net Cash Proceeds, the "UNUTILIZED NET CASH PROCEEDS"), the Company shall, within 20 days after such Net Proceeds Utilization Date, make an Offer to Purchase all outstanding Securities up to a Restricted Affiliate maximum principal amount (expressed as a multiple of $1,000) of Securities equal to such Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Purchase Date; PROVIDED, HOWEVER, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $15.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $15.0 million, shall be applied as required pursuant to this paragraph. With respect to any Offer to Purchase affected pursuant to this Section 4.06, among the Securities, to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an aggregate principal amount of Indebtedness (other than Subordinated Indebtedness) of Securities tendered pursuant to such Offer to Purchase exceeds the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Unutilized Net Cash Proceeds from to be applied to the repurchase thereof, such Asset Sale Securities shall be purchased pro rata based on the aggregate principal amount of such Securities tendered by each Holder. To the Company or a Restricted Subsidiary and extent the Unutilized Net Cash Proceeds exceed the aggregate amount of any Asset Sale Securities tendered by a Restricted Affiliate the Holders of the Securities pursuant to the extent distributed such Offer to Purchase, the Company or a Restricted Subsidiary to repay may retain and utilize any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount portion of the Indebtedness so repaid or (iii) apply the Unutilized Net Cash Proceeds from not required to be applied to repurchase Securities tendered pursuant to such Offer for any Asset Sale by purpose consistent with the other terms of this Indenture. In the event that the Company or a Restricted Subsidiary and makes an Offer to Purchase the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to Securities, the Company or a Restricted Subsidiary within 365 days thereofshall comply with any applicable securities laws and regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act, and any violation of the provisions of this Indenture relating to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate such Offer to Purchase occurring as a result of such investment compliance shall not be deemed an Event of Default or an event that with the passing of time or giving of notice, or both, would constitute an Event of Default. Each Holder shall be entitled to tender all or any portion of the Securities owned by such Holder pursuant to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein Offer to Purchase, subject to the contrary, requirement that any portion of a Security tendered must be tendered in the event an integral multiple of $1,000 principal amount and subject to any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness proration among tendering Holders as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceedsdescribed above."

Disposition of Proceeds of Asset Sales. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 7580% of such consideration consists of cash or Cash Equivalents; provided that the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability following shall be treated as cash for purposes of this Section 10.15: (x) the amount of Indebtedness (other than Subordinated Indebtedness and Deeply Subordinated Indebtedness) of the Company or any Restricted Subsidiary that is actually assumed by the transferee of assets disposed of in such Asset Sale pursuant to an agreement that fully and unconditionally releases the Company or such Restricted Subsidiary from further liability ("Assumed Indebtedness") and (y) the amount of any notes or other obligations that within 30 days of receipt are converted into cash (to the extent of the cash (after payment of any costs of disposition) so received). The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by Sale, within 365 days of the Company or receipt thereof, to repay secured Indebtedness incurred pursuant to a Restricted Subsidiary and the Permitted Credit Facility, (ii) apply such Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount Indebtedness of Indebtedness any Restricted Subsidiary (other than Subordinated Indebtedness) Indebtedness of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the any Subsidiary Guarantor), provided any commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to are permanently reduce the commitments thereunder reduced by the amount of the Indebtedness so repaid or and/or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary Proceeds, within 365 days of the receipt thereof, to an investment in properties and assets that will be used in a Permitted Digital Network Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to if all or substantially all of the extent such person owns properties and assets that will be of such person are used in a Permitted Digital Network Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to To the contrary, in extent all or part of the event Net Cash Proceeds of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities are not applied within 365 days of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth described in clause (i) or (ii) of the preceding sentence paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 20 Business Days after such 365th day, make an offer to purchase (an "Asset Sale Offer") all outstanding Notes up to a maximum Accreted Value (expressed as a multiple of $1,000) equal to the Note Pro Rata Share of Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the Accreted Value thereof on any purchase date, plus accrued and unpaid interest, if any, to such purchase date; provided, however, that an Asset Sale Offer may be deferred by the Company until there are Unutilized Net Cash Proceeds equal to at least $5.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds (and not just the amount in excess of $5.0 million) shall be applied as required pursuant to this paragraph and the next following paragraph. If any other Indebtedness of the Company which ranks pari passu with the Notes (the "Other Indebtedness") requires that an offer to repurchase such Indebtedness be made upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to an Asset Sale Offer to offer to purchase such Other Indebtedness and to an Asset Sale Offer so long as the amount of such Unutilized Net Cash Proceeds applied to repurchase the Notes is not less than the Note Pro Rata Share of Unutilized Net Cash Proceeds. Any offer to purchase such Other Indebtedness shall be made at the same time as the Asset Sale Offer, and the purchase date in respect of any such offer to purchase and the Asset Sale Offer shall occur on the same day. For purposes of this Section 10.15, "Note Pro Rata Share of Unutilized Net Cash Proceeds" means the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction, the numerator of which is the aggregate Accreted Value of, and all accrued interest thereon to the purchase date on, all Notes (or invested in Replacement Assets within portions thereof) validly tendered and not withdrawn pursuant to an Asset Sale Offer related to such Unutilized Net Cash Proceeds (the 365-day "Note Amount") and the denominator of which is the sum of the Note Amount and the lesser of (i) the aggregate principal face amount, and all accrued interest thereon to the purchase date, or (ii) the accreted value as of the purchase date of all Other Indebtedness (or portions thereof) validly tendered and not withdrawn pursuant to a concurrent offer to purchase such Other Indebtedness made at the time of such Asset Sale Offer. Each Asset Sale Offer shall remain open for a period of 20 Business Days or such longer period as set forth in clause may be required by law. To the extent that the Accreted Value of, plus accrued interest thereon, if any, to the payment date, of Notes validly tendered and not withdrawan pursuant to an Asset Sale Offer is less than the Note Pro Rata Share of Unutilized Net Cash Proceeds, the Company or any Restricted Subsidiary may use such excess for general corporate purposes. If the Accreted Value of, plus accrued interest thereon, if any, to the payment date, of Notes validly tendered and not withdrawn by holders thereof exceeds the amount of Notes which can be purchased with the Note Pro Rata Share of Unutilized Net Cash Proceeds, Notes to be purchased will be selected on a pro rata basis. Upon completion of such Asset Sale Offer and offer for any Other Indebtedness, the amount of Unutilized Net Cash Proceeds shall be reset to zero. Notice of an Asset Sale Offer shall be mailed by the Company not more than 20 Business Days after the obligation to make such Asset Sale Offer arises to the Holders of Notes at their last registered addresses with a copy to the Trustee and the Paying Agent. The Asset Sale Offer shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the date fixed for purchase of Notes validly tendered and not withdrawn, which date shall be not later than the 30th Business Day following the mailing of such Asset Sale Offer (iii) the "Asset Sale Offer Purchase Date"). The notice, which shall constitute "Excess Proceeds."govern the terms of the Asset Sale Offer, shall include such disclosures as are required by law and shall state:

Disposition of Proceeds of Asset Sales. (a) The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or Restricted Affiliate toindirectly, make any Asset Sale Sale, unless (ai) the Company or such Restricted Subsidiary or such Restricted AffiliateSubsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (bii) at least 7585% of such consideration consists of (A) cash or Cash Equivalents; provided that , (B) properties and capital assets to be used in the same lines of business being conducted by the Company or any Restricted Subsidiary at such time, or (C) Equity Interests in one or more Persons which thereby become Restricted Subsidiaries whose assets consist primarily of properties and capital assets used in the same line of business being conducted by the Company or any Restricted Subsidiary at such time. The amount of any liabilities (i) Indebtedness (other than any Subordinated Indebtedness Indebtedness) of the Company or Indebtedness of a any Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are is actually assumed by the transferee of any in such assets pursuant to an agreement that unconditionally releases Asset Sale and from which the Company or such and the Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability Subsidiaries are fully released shall be treated as deemed to be cash for purposes of this Section 10.15determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries and (ii) notes or other similar obligations received by the Company or the Restricted Subsidiaries from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within thirty days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. The Company or the applicable such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from of any such Asset Sale within 375 days of receipt thereof to repay Senior Indebtedness and permanently reduce any related commitment, (ii) commit in writing to acquire, construct or improve properties and capital assets to be used in the same line of business being conducted by the Company or a any Restricted Subsidiary at such time and so apply such Net Cash Proceeds within 375 days after the receipt thereof, or (iii) apply the Net Cash proceeds of any Asset Sale within 375 days after receipt thereof to the making of any Investment which is permitted to be made under Section 4.06. To the extent all or part of the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary are not applied within 365 375 days of the receipt thereof to repay an amount of Indebtedness such Asset Sale as described in clause (other than Subordinated Indebtednessi), (ii) or (iii) of the immediately preceding paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 20 days after ---------------------------- such 375th day, make an Offer to Purchase all outstanding Securities up to a maximum (i) prior to the earlier of February 15, 2002 and the Cash Interest Election Date, Accreted Value and (ii) on and after such earlier date, principal amount at maturity (expressed as a multiple of $1,000) of Securities equal to the Securities Portion of Unutilized Net Cash Proceeds. Such Offer to Purchase shall be made at a purchase price in cash equal to 100% of the Accreted Value on the Purchase Date, unless the Purchase Date is on or after the earlier to occur of February 15, 2002 and the Cash Interest Election Date, in which case such purchase price shall be equal to 100% of the principal amount at maturity thereof, plus accrued and unpaid interest thereon, if any, to the Purchase Date; provided, however, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $15.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $15.0 million, shall be applied as required pursuant to this paragraph. In the event that any other Indebtedness of the Company which ranks pari passu with the Securities (including the Senior Subordinated Notes) (the "Other Indebtedness") requires that an offer to purchase to be made to ------------------ repurchase such Other Indebtedness upon the consummation of any Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to an Offer to Purchase to offer to purchase such Other Indebtedness and to an Offer to Purchase so long as the amount of such Unutilized Net Cash Proceeds applied to repurchase the Securities is not exceeding less than the Securities Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Offer to Purchase in respect thereof at the same time as the analogous offer to purchase is made under the Senior Subordinated Note Indenture and pursuant to any Other Indebtedness and the Purchase Date in respect thereof shall be the same as the purchase date in respect thereof pursuant to the Senior Debt Pro Rata Share Subordinated Note Indenture and elect pursuant to permanently reduce any Other Indebtedness. For purposes of this Section 4.05, "Securities Portion of Unutilized -------------------------------- Net Cash Proceeds" means the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Unutilized Net Cash Proceeds from such Asset Sale by equal to ----------------- the Company or a Restricted Subsidiary and product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the Accreted Value of all Securities tendered pursuant to the Offer to Purchase related to such Unutilized Net Cash Proceeds (the "Securities Amount") and the denominator of which is the sum of the Securities ----------------- Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Indebtedness tendered pursuant to a concurrent offer to purchase such Other Indebtedness made at the time of such Offer to Purchase. With respect to any Asset Sale by a Restricted Affiliate Offer to Purchase effected pursuant to this Section 4.05, as among the Securities, to the extent distributed to that the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount Accreted Value as of the Indebtedness so repaid Purchase Date (or (iiiprincipal amount at maturity after February 15, 2002 or, if a Cash Interest Election shall have been made, the Cash Interest Election Date) apply of the Securities tendered pursuant to such Offer to Purchase exceeds the Securities Portion of Unutilized Net Cash Proceeds from any Asset Sale with respect thereto, such Securities shall be purchased pro rata based on the Accreted Value as of the Purchase Date (or principal amount at maturity after February 15, 2002 or, if a Cash Interest Election shall have been made, the Cash Interest Election Date) of such Securities tendered by each Holder. To the Company or a Restricted Subsidiary and extent the Securities Portion of Unutilized Net Cash Proceeds exceed the aggregate amount of any Asset Sale Securities tendered by a Restricted Affiliate the Holders of the Securities pursuant to the extent distributed Offer to Purchase, the Company or a Restricted Subsidiary within 365 days thereofmay retain and utilize any portion of the Securities Portion of Unutilized Net Cash Proceeds not applied to repurchase the Securities for any purpose consistent with the other terms of this Indenture. In the event that the Company makes an Offer to Purchase the Securities, the Company shall comply with any applicable securities laws and regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act, and any violation of the provisions of this Indenture relating to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate such Offer to Purchase occurring as a result of such investment to compliance shall not be deemed an Event of Default or an event that with the extent such person owns properties and assets that will be used in a Permitted Business) passing of the Company time or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrarygiving of notice, in the event or both, would constitute an Event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess ProceedsDefault."