Common use of Limitation on Asset Sales Clause in Contracts

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the Fair Market Value of the assets sold or otherwise disposed of; (ii) not less than 80% of the consideration received by the Company or such applicable Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date").

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company’s Board of Directors), (ii) not less than 80at least 75% of the consideration received by the Company or such applicable the Restricted Subsidiary, as the case may be, is from such Asset Sale shall be in the form of (A) cash or Cash Equivalents, or Equivalents (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of any liabilities (1) any Debt (other than subordinated Debtas shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any such applicable Restricted Subsidiary (other than liabilities that is actually are by their terms subordinated to the Notes) that are assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or of any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will assets shall be deemed to be cash for purposes of this clause (a)(ii)provision) and is received at the time of such disposition; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 410 days of receipt thereof either (A) to prepay any Senior Debt, Guarantor Senior Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of such Asset Sale or in properties and assets (including Capital Stock of any entity) 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 (“Replacement Assets”), or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). On the 411th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds received relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary, as Subsidiary to make an offer to purchase (the case may be, are applied, at “Net Proceeds Offer”) on a date (the option of the Company or such Restricted Subsidiary, (A“Net Proceeds Offer Payment Date”) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other not less than the obtaining of financing), in each case, within 365 30 nor more than 45 days following the receipt applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its optionto the extent required by the instrument governing any Indebtedness, any other Indebtedness which ranks pari passu with the Notes designated by the Company) equal to an offer to repurchase other equal and ratable Debt), the Net Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereof of the Notes (or with respect to such other Indebtedness which ranks pari passu with the Notes, at a price no greater than the principal amount or accreted value thereof, whichever is less) to be purchased, plus accrued and unpaid interestinterest thereon, if any, to the purchase date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an "Excess Asset Sale hereunder and the Net Cash Proceeds Offer")thereof shall be applied in accordance with this Section 4.15. If an Excess The Company shall not be required to make a Net Proceeds Offer until there is not fully subscribedan aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $50 million resulting from one or more Asset Sales, at which time, the Company may retain and use for general corporate purposes unutilized Net Proceeds Offer Amount, shall be applied as required pursuant to this paragraph, provided, however, that the portion first $50 million of Net Proceeds Offer Amount need not be applied as required pursuant to this paragraph. In the event of the transfer of substantially all (any such portion, a "Deficiency"but not all) of the Available Asset Sale Proceeds not required property and assets of the Company and its Restricted Subsidiaries as an entirety to repurchase Notes. Upon completion a Person in a transaction permitted under Section 5.01 of any Excess Proceeds Offerthe Original Indenture (it being understood that, for these purposes only, the amount of Available Asset Sale Proceeds Original Indenture is deemed to be in full force and effect without giving effect to this Amended and Restated Indenture)and as a result thereof the Company is no longer an obligor on the Notes, the successor corporation shall be reset deemed to zero; provided that have sold the amount properties and assets of the 25% Available Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this Section 4.15 with respect to such deemed sale as if it were an Asset Sale Proceeds (as defined below) Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall constitute Available Asset Sale be deemed to be Net Cash Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")this Section 4.15.

Limitation on Asset Sales. (a) The Neither the Company will not, and will not cause or permit nor any of its Restricted Subsidiaries to, shall consummate an Asset Sale unless (ia) the Company or such the applicable Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; and (iib) not less than 80% upon consummation of an Asset Sale, the Company will within 365 days of the consideration received by receipt of the Company proceeds therefrom, either: (i) apply or such applicable Restricted Subsidiary, as cause its Subsidiary to apply the case may be, is in the form Net Cash Proceeds of any Asset Sale to (A) cash or Cash Equivalentsa Related Business Investment, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that replace the properties and assets that are the subject of such Asset Sale or (C) an investment in properties and assets that will be used or are useful in the business of the Company or and its Restricted Subsidiaries existing on the Issue Date or in businesses a business reasonably similar related thereto; (ii) in the case of a sale of a store or stores, deem such Net Cash Proceeds to or ancillary have been applied to the business extent of any capital expenditures made to acquire or construct a replacement store in the general vicinity of the Company or its Restricted Subsidiaries as conducted at store sold within 365 days preceding the time date of such the Asset Sale; provided (iii) apply or cause to be applied such Net Cash Proceeds to the permanent repayment of Pari Passu Indebtedness or Senior Indebtedness; provided, however, that the repayment of any revolving loan (1under the Credit Agreement or otherwise) shall result in a permanent reduction in the commitment thereunder; (iv) use such investment occurs Net Cash Proceeds to secure Letter of Credit obligations to the extent related letters of credit have not been drawn upon or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceedsreturned undrawn; or (Cv) if on after such 365th day time as the Available accumulated Net Cash Proceeds of Asset Sale Proceeds Sales effected since June 14, 1995 equal or exceed $15,000,00020 million, apply or cause to be applied such Net Cash Proceeds to the purchase of Securities tendered 75 -66- to the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), for purchase at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, interest thereon to the date of purchase date pursuant to an offer to purchase made by the Company as set forth below (an a "Excess Net Proceeds Offer"); provided, however, that the Company shall have the right to exclude from the foregoing provisions Asset Sales subsequent to June 14, 1995, the proceeds of which are derived from the sale and substantially concurrent lease-back of a supermarket and/or related assets or equipment which are acquired or constructed by the Company or a Subsidiary subsequent to the date that is six months prior to the Issue Date; provided that such sale and substantially concurrent lease-back occurs within 270 days following such acquisition or the completion of such construction, as the case may be. If an Excess Pending the utilization of any Net Cash Proceeds Offer is not fully subscribedin the manner (and within the time period) described above, the Company may retain and use for general corporate purposes the portion (any such portion, Net Cash Proceeds to repay revolving loans (under the Credit Agreement or otherwise) without a "Deficiency") permanent reduction of the Available Asset Sale Proceeds not required to repurchase Notescommitment thereunder. Upon completion Notice of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess a Net Proceeds Offer that is made pursuant to this Section 5.16 will be mailed to record Holders of Securities as shown on the register of Holders not less than 325 days nor more than 365 days after August 14the relevant Asset Sale, 2006 (with a copy to the "Asset Sale Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Net Proceeds Measurement Date").Offer and shall state the following terms:

Limitation on Asset Sales. (a) The Company and the Subsidiary Guarantors will not, and the Company and the Subsidiary Guarantors will not cause or permit any of its their respective Restricted Subsidiaries to, consummate an any Asset Sale Sale, unless (i) the Company consideration received by the Company, the Subsidiary Guarantor or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Subsidiary is at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of as determined by the Board of the Company in good faith and (ii) not less than 80at least 75% of the consideration received consists of cash, Cash Equivalents and/or real estate assets; provided that, with respect to the sale of one or more real estate properties, up to 75% of the consideration may consist of indebtedness of the purchaser of such real estate properties so long as such Indebtedness is secured by a first priority Lien on the Company real estate property or such applicable Restricted Subsidiaryproperties sold; and provided that, as for purposes of this clause (ii) the case may be, is in the form amount of (A) cash any Indebtedness (other than Indebtedness subordinated in right of payment to the Securities or Cash Equivalents, a Subsidiary Guarantee) that is required to be repaid or assumed (Band is either repaid or assumed by the transferee of the related assets) Replacement Assets, by virtue of such Asset Sale and in each case set forth in subclauses (A) which is secured by a Lien on the property or assets sold and (B) of this clause (a)(ii), is received at the time of such sale any securities or other disposition; provided that obligations received by the amount of (1) Company, any Debt (other than subordinated Debt) of the Company Subsidiary Guarantor or any such applicable Restricted Subsidiary from such transferee that is actually assumed are immediately converted by the transferee in Company, the Subsidiary Guarantor or such Restricted Subsidiary into cash (or as to which the Company, any Subsidiary Guarantor or such Restricted Subsidiary 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, merchant or commercial bank to convert into cash within 90 days of the consummation of such Asset Sale and which are thereafter actually converted into cash within such 90-day period) will be deemed to be cash. In the event that the aggregate Net Cash Proceeds received by the Company, any Subsidiary Guarantors or such Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 1% of Total Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its Restricted Subsidiaries are fully has been filed with the SEC or provided to the Trustee pursuant to Section 4.2), then prior to 12-months after the date Net Cash Proceeds so received exceeded 1% of Total Assets, the Net Cash Proceeds may be (A) invested in or committed to be invested in, pursuant to a binding commitment subject only to reasonable, customary closing conditions, and unconditionally released providing such Net Cash Proceeds are, in fact, so invested, within an additional 180 days, (x) fixed assets and property (2other than notes, bonds, obligations and securities) any securities received by which in the good faith reasonable judgment of the Board of the Company will immediately constitute or be part of a Related Business of the Company, the Subsidiary Guarantor or such Restricted Subsidiary (if it continues to be a Restricted Subsidiary) immediately following such transaction, (y) Permitted Mortgage Investments or (z) a controlling interest in the Capital Stock of an entity engaged in a Related Business; provided that concurrently with an Investment specified in clause (z), such entity becomes a Restricted Subsidiary or (B) used to repay and permanently reduce Indebtedness outstanding under the Credit Facility (including that, in the case of a revolver or similar arrangement, such commitment is permanently reduced by such amount). Pending the application of any such applicable Restricted Subsidiary Net Cash Proceeds as described above, the Company may invest such Net Cash Proceeds in any manner that is not prohibited by this Indenture. Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph (including any Net Cash Proceeds which were committed to be invested as provided in such sentence but which are converted into cash or Cash Equivalents not in fact invested within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), time period provided) will be deemed to be cash for purposes of this clause (a)(ii); constitute "Excess Proceeds." Notwithstanding, and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiarywithout complying with, as the case may be, are applied, at the option any of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date").foregoing provisions:

Limitation on Asset Sales. (a) The Company will not, and ------------------------- will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of; of and (ii) not less than 80at least 75% of the consideration received for the assets sold by the Company or such applicable the Restricted Subsidiary, as the case may be, is in such Asset Sale shall be in the form of (A) cash or Cash Equivalents, Equivalents or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) long-term assets (including intellectual property associated with the use of such long-term assets) to be used by the Company or any Debt Restricted Subsidiary in a Permitted Business or (2) Capital Stock of a Restricted Subsidiary or a Person engaged primarily in a Permitted Business that will become, upon such purchase, a Restricted Subsidiary (collectively, "Replacement Assets"); provided, that any securities, notes or other than subordinated Debt) obligations received by the Company or a Restricted Subsidiary from such transfers that are converted within 90 days of receipt thereof by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so received), shall be deemed to be cash or Cash Equivalents for purposes of this provision. The amount of any Indebtedness of the Company or any such applicable Restricted Subsidiary (other than Subordinated Indebtedness) that is actually assumed by the transferee in such Asset Sale and from which the Company and its or such Restricted Subsidiaries are Subsidiary is fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will shall be deemed to be cash for purposes of this clause (a)(ii); and (iii) determining the Asset Sale Proceeds percentage of cash consideration received by the Company or such Restricted Subsidiary. The Company or such Restricted Subsidiary, as the case may be, are applied, at may apply the option Net Cash Proceeds of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 270 days following the receipt of such Asset Sale Proceeds; to (x) repay any Senior Indebtedness and permanently reduce the commitments, if any, with respect thereto, (y) to purchase from a Person other than the Company and its Restricted Subsidiaries Replacement Assets or (Cz) any combination of (x) and (y); provided, however, that if on the Company or a Restricted Subsidiary makes an investment in Replacement Assets not earlier than 90 days prior to such 365th day the Available Asset Sale (or the execution by the Company or a Restricted Subsidiary of a binding commitment to consummate such Asset Sale, which commitment is not subject to any conditions precedent other than obtaining necessary financing and the closing in respect of the Asset Sale that is the subject of such binding commitment occurs within 90 days of the date such commitment is executed), then such investment shall satisfy, to the extent of the amount of such investment, the requirements of clause (y) above. To the extent all or a portion of the Net Cash Proceeds exceed $15,000,000of any Asset Sale are not applied within 270 days of such Asset Sale as described in clause (x), (y) or (z) of the immediately preceding paragraph (the "Net Proceeds Offer Trigger Date"), the Company shall apply an amount equal to the Available Asset Sale Proceeds to will make an offer to repurchase purchase (the Notes "Net Proceeds Offer") on a date (andthe "Net Proceeds Offer Payment Date") not less than 20 business days following the date on which such offer is made (or such longer period as may be required by law) nor more than 60 days following such Net Proceeds Offer Trigger Date, at its option, from all Holders on a pro rata basis (and on a pro rata basis with the holders of any other Senior Subordinated Indebtedness with similar provisions requiring the Company to an offer to repurchase other equal and ratable Debtpurchase such Senior Subordinated Indebtedness with the proceeds of Asset Sales), that principal amount of Notes and such other Indebtedness equal to such unapplied Net Cash Proceeds at a purchase price price, in cash the case of the Notes, equal to 100% of the principal amount thereof of the Notes to be purchased, plus accrued and unpaid interestinterest thereon, to the date of purchase (subject to the right of Holders of record on a record date to receive interest due on an interest payment date that is on or prior to such date of purchase). Notwithstanding the foregoing, the Company may defer the Net Proceeds Offer until there is an aggregate amount of unapplied Net Cash Proceeds equal to or in excess of $5.0 million resulting from one or more Asset Sales (at which time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to this paragraph). Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth herein. Upon receiving notice of the Net Proceeds Offer. Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders of Notes and holders of other Senior Subordinated Indebtedness, if any, which are or is the subject of a Net Proceeds Offer properly tender Notes or such other Senior Subordinated Indebtedness in an aggregate amount exceeding the amount of unapplied Net Cash Proceeds, Notes of tendering Holders and such other Senior Subordinated Indebtedness of tendering holders will be purchased on a pro rata basis (based on amounts tendered). The Company will comply with the requirements of Rule 14e-l 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 purchase date (an "Excess of Notes pursuant to a Net Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribedTo the extent that the provisions of any securities laws or regulations conflict with this Section 3.11, the Company may retain ------------ shall comply with the applicable securities laws and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds regulations and shall not required be deemed to repurchase Noteshave breached its obligations under this Section 3.11 by virtue ------------ thereof. Upon completion of any Excess a Net Proceeds Offer, the amount of Available Asset Sale Net Cash Proceeds will be reset at zero. Accordingly, to the extent that the aggregate amount of Notes and other Senior Subordinated Indebtedness tendered pursuant to a Net Proceeds Offer is less than the aggregate amount of unapplied Net Cash Proceeds, the Company may use any remaining Net Cash Proceeds for general corporate purposes. In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 4.1, the Surviving ----------- Entity shall be reset deemed to zero; provided that have sold the amount properties and assets of the 25% Available Company and its Restricted 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 Proceeds (as defined below) Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall constitute Available Asset Sale be deemed to be Net Cash Proceeds for purposes of this covenant. If at any time any non-cash consideration received by the first Excess Proceeds Offer that is made after August 14Company or any Restricted Subsidiary, 2006 (as the "case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds Measurement Date")thereof shall be applied in accordance with this covenant.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries Group Member to, consummate an any Asset Sale Sale, unless (i) the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the Fair Market Value of the assets sold or otherwise disposed of; (ii) not less than 80% of the consideration received by the Company or such applicable Restricted Subsidiary, as Group Member is at least equal to the case may be, is in fair market value of the form assets sold or disposed of and (Aii) at least 75% of the consideration received consists of cash or Temporary Cash Equivalents, Investments or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) the assumption of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) Indebtedness of the Company or any Restricted Group Member relating to such applicable Restricted Subsidiary assets, provided that is actually assumed by the transferee in such Asset Sale and from which the Company and its or such Restricted Subsidiaries are fully and unconditionally Group Member is irrevocably released and (2) any securities discharged from such Indebtedness. In the event and to the extent that the Net Cash Proceeds received by the Company or any Restricted Group Member from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed $5 million, then the Company shall or shall cause the relevant Restricted Group Member to (i) within twelve months after the date Net Cash Proceeds so received exceed $5 million (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Restricted Group Member providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Group Member, in each case owing to a Person other than the Company or any Restricted Group Member, provided that in the event Indebtedness of a Restricted Group Member is repaid, only the Company's pro rata portion (determined as provided in the definition of "Indebtedness") of such repaid Indebtedness shall be deemed to have been repaid in accordance with this clause (A), or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Group Members existing on the date of such investment and (ii) apply (no later than the end of the twelve-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the last paragraph of this Section 4.10. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." Notwithstanding the foregoing, to the extent that any or all of the Net Cash Proceeds of any Asset Sale of assets based outside the United States are prohibited or delayed by applicable local law from being repatriated to the United States and such Net Cash Proceeds are not actually applied in accordance with the foregoing paragraph, the Company shall not be required to apply the portion of such Net Cash Proceeds so affected but may permit the applicable Restricted Subsidiary which are converted into cash Group Members to retain such portion of the Net Cash Proceeds so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Company hereby agreeing to cause the applicable Restricted Group Member to promptly take all actions required by the applicable local law to permit such repatriation) and once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be applied in the manner set forth in this covenant as if the Asset Sale had occurred on such date; provided that to the extent that the Company has determined in good faith that repatriation of any or all of the Net Cash Equivalents within ten Business Days Proceeds of such Asset Sale (would have a material adverse tax cost consequence, the Net Cash Proceeds so affected may be retained by the applicable Restricted Group Member for so long as such material adverse tax cost event would continue. If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.10 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate Accreted Value of Notes on the relevant Payment Date equal to the extent Excess Proceeds on such date, at a purchase price equal to 101% of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option Accreted Value of the Company or such Restricted SubsidiaryNotes on the relevant Payment Date, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing)plus, in each case, within 365 days following the receipt of such Asset Sale Proceeds; or accrued interest (Cif any) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Payment Date").

Limitation on Asset Sales. (a) The Company will Issuer shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unless (i) the Company Issuer or such applicable Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such sale or other disposition at least equal to Asset Sale not less than the Fair Market Value of the assets sold or otherwise disposed ofsubject to such Asset Sale; (ii) not less than 80at least 75% of the consideration received by the Company or for such applicable Restricted Subsidiary, as the case may be, Asset Sale is in the form of (A) cash or Cash Equivalents, or (B) Replacement Assetsliabilities of the Issuer or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Subsidiary Guarantees) that are assumed by the transferee of such assets (provided that, following such Asset Sale there is no further recourse to the Issuer or its Restricted Subsidiaries with respect to such liabilities), or (C) fixed assets or property that, in the good faith judgment of the Board of Directors of the Issuer, at the time of such Asset Sale will be used in a Related Business of the Issuer or its Restricted Subsidiaries; and (iii) within 270 days of such Asset Sale, the Net Proceeds thereof are (A) invested in each case fixed assets or property that, in the good faith judgment of the Board of Directors of the Issuer, at the time of such Asset Sale will be used in a Related Business of the Issuer or its Restricted Subsidiaries, (B) applied to repay Indebtedness under Purchase Money Obligations incurred in connection with the asset so sold, (C) applied to repay Indebtedness under the Credit Facility and permanently reduce the commitment thereunder in the amount of the Indebtedness so repaid or (D) to the extent not used as provided in clauses (A), (B), or (C) applied to make an offer to purchase Notes as described below (an “Excess Proceeds Offer”); provided that, the Issuer will not be required to make an Excess Proceeds Offer until the amount of Excess Proceeds is greater than $5,000,000. The foregoing provisions in (i) or (ii) above shall not apply to an Event of Loss. Pending the final application of any Net Proceeds, the Issuer may temporarily reduce Indebtedness under the Credit Facility or temporarily invest such Net Proceeds in Cash Equivalents. Net Proceeds not invested or applied as set forth in subclauses (A) and ), (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on of clause (iii) above constitute “Excess Proceeds.” If the Issuer elects, or becomes obligated to make an Excess Proceeds Offer because such 365th day the Available Asset Sale Excess Proceeds exceed $15,000,0005,000,000, the Company Issuer shall apply offer to purchase Notes having an aggregate principal amount equal to the Available Asset Sale Excess Proceeds to an offer to repurchase (the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt“Purchase Amount”), at a purchase price in cash equal to 100% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, interest thereon to the purchase date date. The Issuer must consummate such Excess Proceeds Offer not later than 30 days after the expiration of the 270-day period following the Asset Sale that produced such Excess Proceeds. If the aggregate purchase price for the Notes tendered pursuant to the Excess Proceeds Offer is less than the Excess Proceeds, the Issuer and its Restricted Subsidiaries may use the portion of the Excess Proceeds remaining after payment of such purchase price for general corporate purposes. Each Excess Proceeds Offer shall remain open for a period of 20 Business Days and no longer, unless a longer period is required by law (an "the “Excess Proceeds Offer Period”). Promptly after the termination of the Excess Proceeds Offer Period (the “Excess Proceeds Payment Date”), the Issuer shall purchase and mail or deliver payment for the Purchase Amount for the Notes or portions thereof tendered, on a pro rata basis or by such other method as may be required by law and, in each case with respect to any Global Notes, the procedures of the DTC, and, if less than the Purchase Amount has been tendered, all Notes tendered pursuant to the Excess Proceeds Offer"). If To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, create or suffer to exist or become effective any restriction that would impair the ability of the Issuer to make an Excess Proceeds Offer upon an Asset Sale or, if such Excess Proceeds Offer is not fully subscribedmade, to pay for the Company may retain Notes tendered for purchase. The Issuer shall, no later than 30 days following the expiration of the 12-month period following the Asset Sale that produced Excess Proceeds, commence the Excess Proceeds Offer by mailing to the Trustee and use for general corporate purposes the portion (any each Holder, at such portionHolder’s last registered address, a "Deficiency") notice, which shall govern the terms of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds and shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date").state:

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale Sale, unless (ix) the Company or such applicable its Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value (as determined in good faith by the Company) of the assets sold or otherwise disposed of; of and (iiy) not less than 80at least 75% of the consideration received by the Company or such applicable Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds therefor received by the Company or such Restricted Subsidiary, as the case may be, are applied, at is in the option form of cash or Cash Equivalents; provided that the amount of (a) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Securities) that are assumed by the transferee of any such assets without recourse to the Company or any of the Restricted SubsidiarySubsidiaries, (Ab) to prepay, repay any notes or purchase indebtedness under the Credit Facilities or any other secured Debt of obligations received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the Other Senior Notes; extent of the cash received) within 180 days following the closing of such Asset Sale, (c) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (Bc) that is at that time outstanding, not to exceed 15% of Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), and (d) any assets received in exchange for assets related to a Similar Business of comparable market value, in the good faith determination of, the Board of Directors of the Company, shall be deemed to be cash for purposes of this provision. Within 365 days after Holdings' or any Restricted Subsidiary's receipt of the Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option, (i) to permanently reduce Obligations under the New Credit Facility (and to correspondingly reduce commitments with respect thereto) or other Indebtedness of a Restricted Subsidiary or Pari Passu Indebtedness (provided that if the Company shall so reduce Obligations under Pari Passu Indebtedness, it will equally and ratably reduce Obligations under the Securities if the Securities are then redeemable or, if the Securities may not be then redeemed, the Issuers shall make an Offer to Purchase to all Holders to purchase at 100% of the Accreted Value thereof the amount of Securities that would otherwise be redeemed), (ii) to an investment in any one or more businesses, capital expenditures or acquisitions of other assets in each case, used or useful in a Similar Business and/or (iii) to make an investment in properties or assets that replace the properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time subject of such Asset Sale; provided that (1) . Pending the final application of any such investment occurs or (2) Net Proceeds, the Company or any such Restricted Subsidiary enters into contractual commitments to so apply may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in Cash Equivalents or Investment Grade Securities. Any Net Proceeds from the Asset Sale Proceeds, subject only to customary conditions that are not invested as provided and within the time period set forth in the first sentence of this paragraph (other than the obtaining of financing), in each case, within 365 days following the receipt it being understood that any portion of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Net Proceeds exceed $15,000,000, the Company shall apply an amount equal used to the Available Asset Sale Proceeds to make an offer to repurchase purchase Securities, as described in clause (i) above, shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute "Excess Proceeds." When the Notes (andaggregate amount of Excess Proceeds exceeds $15.0 million, the Issuers shall make an Offer to Purchase to all Holders of Securities to purchase the maximum principal amount at its option, to maturity of Securities that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer to repurchase other equal and ratable Debt), at a purchase price in cash in an amount equal to 100% of the principal amount Accreted Value thereof on, plus accrued and unpaid interest, if any, to, the date fixed for the closing of such offer, in accordance with the procedures set forth below. The Issuers will commence an Offer to the purchase date (an "Purchase with respect to Excess Proceeds Offer"). If an within ten Business Days after the date that Excess Proceeds exceed $15.0 million. To the extent that the aggregate Accreted Value of Securities tendered pursuant to such an Offer to Purchase is not fully subscribedless than the Excess Proceeds, the Company may retain and use any remaining Excess Proceeds for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notesor partnership purposes. Upon completion of any Excess Proceeds Offersuch Offer to Purchase, the amount of Available Asset Sale Excess Proceeds shall be reset at zero. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to zero; provided the extent such laws or regulations are applicable in connection with the repurchase of the Securities pursuant to such an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof. On or prior to the Purchase Date specified in the Offer to Purchase, the Issuers shall (i) accept for payment all Securities validly tendered pursuant to the Offer, (ii) deposit with the Paying Agent or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.04, money sufficient to pay the Purchase Price of all Securities or portions thereof so accepted and (iii) deliver or cause to be delivered to the Trustee for cancellation all Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof accepted for payment by the Issuers. The Paying Agent (or an Issuer, if so acting) shall promptly mail or deliver to Holders of Securities so accepted, payment in an amount equal to the Purchase Price for such Securities, and the Trustee shall promptly authenticate and mail or deliver to each Holder of Securities a new Security or Securities equal in principal amount at maturity to any unpurchased portion of the 25% Available Asset Sale Proceeds (Security surrendered as defined below) requested by the Holder. Any Security not accepted for payment shall constitute Available Asset Sale Proceeds for purposes be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the first Excess Proceeds Offer that is made on or as soon as practicable after August 14, 2006 (the "Asset Sale Proceeds Measurement Purchase Date").

Limitation on Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed ofof (as determined in good faith by the Company's Board of Directors); (ii) not less than 80at least 75% of the consideration received by the Company or such applicable the Restricted Subsidiary, as the case may be, is from such Asset Sale shall be in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, Equivalents and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option within 360 days of the Company or such Restricted Subsidiary, receipt thereof either (A) to prepay, repay or purchase indebtedness prepay any Indebtedness ranking at least pari passu with the Notes (including amounts under the Credit Facilities or Agreement) and, in the case of any other secured Debt of such Indebtedness under any revolving credit facility, effect a permanent reduction in the Company or availability under such Restricted Subsidiary or the Other Senior Notes; or revolving credit facility, (B) to make an investment in properties and assets that are replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used or are useful in the business of the Company or and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably similar to related thereto ("Replacement Assets"), or ancillary to (C) a combination of prepayment and investment permitted by the business foregoing clauses (iii)(A) and (iii)(B). On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or its Restricted Subsidiaries as conducted at the time of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale; provided that Sale as set forth in clauses (1iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such investment occurs aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (2iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only make an offer to customary conditions purchase (other the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than the obtaining of financing), in each case, within 365 30 nor more than 45 days following the receipt applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount Notes equal to the Available Asset Sale Net Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), Offer Amount at a purchase price in cash equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. The Company may defer any Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Article Five, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this Section 4.15 with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.15. (b) Notwithstanding Section 4.15(a), the Company and its 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 for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Company and its 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 Section 4.15(a). (c) Subject to the deferral of the Net Proceeds Offer contained in clause (a) above, each notice of a Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the following terms: (i) that the Net Proceeds Offer is being made pursuant to this Section 4.15, that all Notes tendered will be accepted for payment; provided, however, that if the aggregate principal amount of Notes tendered in a Net Proceeds Offer plus accrued interest at the expiration of such offer exceeds the aggregate amount of the Net Proceeds Offer, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000 or multiples thereof shall be purchased) and that the Net Proceeds Offer shall remain open for such period as is required by law; (ii) the purchase price (including the amount of accrued interest) and the Net Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and which shall be at least five Business Days after the Trustee receives notice thereof from the Company); (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date; (v) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Net Proceeds Offer Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Note purchased; and (vii) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided, however, that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; On or before the Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof (in integral multiples of $1,000) validly tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase date (an "Excess price plus accrued and unpaid interest, if any. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall return the Notes purchased to the Company for cancellation. Any monies remaining after the purchase of Notes pursuant to a Net Proceeds Offer")Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. If an Excess For purposes of this Section 4.15, the Trustee shall act as the Paying agent. To the extent the aggregate amount of the Notes tendered pursuant to any Net Proceeds Offer is not fully subscribedless than the Net Proceeds Offer Amount, the Company may retain and use such deficiency for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notespurposes. Upon completion of any Excess Proceeds Offersuch offer to purchase, the amount of Available Asset Sale Net Proceeds Offer Amount shall be reset at zero. (d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to zero; provided the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the amount provisions of any securities laws or regulations conflict with the 25% Available Asset Sale Proceeds (as defined below) provisions of this Section 4.15, the Company shall constitute Available Asset Sale Proceeds for purposes comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")this Section 4.15 by virtue thereof. SECTION 4.16.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an directly or indirectly, make any Asset Sale Sale, unless (i) the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of; of and (ii) not less than 80at least 85% of the such consideration received by the Company or such applicable Restricted Subsidiary, as the case may be, is in the form consists of (A) cash or Cash Equivalents, or (B) Replacement Assets, properties and assets to be used in each case set forth the business of the Company and its Restricted Subsidiaries and/or (C) Equity Interests in subclauses (A) and (B) any Person which thereby becomes a Wholly-Owned Restricted Subsidiary of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the Company. The amount of any (1i) any Debt (other than subordinated Debt) Indebtedness of the Company or any such applicable Restricted Subsidiary of the Company that is actually assumed by the transferee in such Asset Sale and from which the Company and its the Restricted Subsidiaries of the Company are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will shall be deemed to be cash for purposes of this clause (a)(ii); and (iii) determining the Asset Sale Proceeds percentage of cash consideration received by the Company or any of its Restricted Subsidiaries and (ii) notes or other similar obligations received by the Company or any of its 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 any of its 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 any of its Restricted Subsidiaries. In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Article Five and as a result thereof the Company is no longer an obligor on the Securities, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.06, and shall comply with the provisions of this Section 4.06 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 Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.06. The Company or such Restricted Subsidiary, as the case may be, are applied, at may (i) apply the option Net Cash Proceeds of the Company or such Restricted Subsidiary, (A) any Asset Sale within 180 days of receipt thereof to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt Specified Senior Indebtedness of the Company or such Restricted Subsidiary or the Other Senior Notes; and permanently reduce any related commitment, or (Bii) commit in writing to an investment in acquire, construct or improve, or acquire, construct or improve, properties and assets that are to be used or are useful in the business of the Company or and its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to and so apply such Net Cash Proceeds within 180 days after the receipt thereof; PROVIDED, that if after the date hereof the Company shall enter into an agreement with any third Person providing that upon the receipt of Net Cash Proceeds from any Asset Sale Proceeds, subject only such Net Cash Proceeds will be used to customary conditions repay Indebtedness of such Person provision shall be made in such agreement requiring that such repayment shall be made ratably (other than based on outstanding principal amount then outstanding) between such Person and the obtaining Holders. To the extent all or part of financing), in each case, the Net Cash Proceeds of any Asset Sale are not applied within 365 180 days following the receipt of such Asset Sale Proceeds; as described in clause (i) or (Cii) if on of the immediately preceding paragraph (such 365th day Net Cash Proceeds, the Available Asset Sale Proceeds exceed $15,000,000"UNUTILIZED NET CASH PROCEEDS"), the Company shall apply shall, within 20 days after such 180th 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 Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt)such Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interestinterest thereon, if any, to the purchase date (an "Excess Purchase Date; PROVIDED, HOWEVER, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds Offer")equal to or in excess of $40 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $40 million, shall be applied as required pursuant to this paragraph. If an Excess With respect to any Offer to Purchase effected pursuant to this Section 4.06, 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 is not fully subscribedto Purchase, the Company may retain and use for general corporate purposes the utilize any portion (any such portion, a "Deficiency") of the Available Asset Sale Unutilized Net Cash Proceeds not required applied to repurchase Notesthe Securities for any purpose consistent with the other terms of this Indenture. Upon completion of any Excess Proceeds OfferIn the event that the Company makes an Offer to Purchase the Securities, the amount Company shall comply with any applicable securities laws and regulations, including any applicable requirements of Available Asset Sale Proceeds Section 14(e) of, and Rule 14e-1 under, the Exchange Act, and any violation of the provisions of this Indenture relating to such Offer to Purchase occurring as a result of such compliance shall not be deemed a Default or an Event of Default. Each Holder shall be reset entitled to zero; provided that the amount tender all or any portion of the 25% Available Asset Sale Proceeds (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 defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")described above.

Limitation on Asset Sales. (a) The [ADD: Intentionally Omitted.] [DELETE: In the event and to the extent that the Net Cash Proceeds received by the Company will not, and will not cause or permit any of its Restricted Subsidiaries tofrom one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months (other than Asset Sales by the Company or any Restricted Subsidiary to the Company or another Restricted Subsidiary) exceed 15% of Adjusted Consolidated Assets in any one fiscal year (determined as of the date closest to the commencement of such 12-month period for which a balance sheet of the Company and its Subsidiaries has been prepared), consummate an Asset Sale unless then the Company shall (i) within 12 months (or, in the case of Asset Sales of plants or facilities, 24 months) after the date Net Cash Proceeds so received exceed 15% of Adjusted Consolidated Assets in any one fiscal year (determined as of the date closest to the commencement of such 12-month period for which a balance sheet of the Company and its Subsidiaries has been prepared) (A) apply an amount equal to such excess Net Cash Proceeds to repay unsubordinated Indebtedness or Indebtedness of any Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such applicable Restricted Subsidiaryagreement), in property or assets that are of a nature or type or are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Subsidiaries existing on the date thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraphs of this Section 3.09. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period or 24-month period, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the Fair Market Value of the assets sold or otherwise disposed of; (ii) not less than 80% of the consideration received by the Company or such applicable Restricted Subsidiary, as the case may be, is set forth in the form of clause (A) cash or Cash Equivalents, or (B) Replacement Assets, of the preceding sentence and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at not applied as so required by the time end of such sale or other disposition; provided that period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Excess Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) not theretofore subject to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries Excess Proceeds Offer (as conducted defined below) totals at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed least $15,000,00010 million, the Company shall apply an amount equal to must, not later than the Available Asset Sale Proceeds to fifteenth Business Day of such month, make an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If ) to purchase from the Holders and the holders of other unsubordinated Indebtedness on a pro rata basis an aggregate principal amount of Securities equal to the Excess Proceeds Offer is not fully subscribedon such date, the Company may retain and use for general corporate purposes the portion (any such portion, at a "Deficiency") purchase price equal to 101% of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the principal amount of Available Asset Sale Proceeds shall be reset such Securities, plus, in each case, accrued interest (if any) to zero; provided that the amount date of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 purchase (the "Asset Sale Excess Proceeds Measurement DatePayment").. Notwithstanding the foregoing:

Limitation on Asset Sales. Holdings shall not, directly or indirectly, and shall not permit any Subsidiary to, directly or indirectly, make any Asset Sale of Collateral unless (a) The Company will notat the time of such Asset Sale, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company Holdings or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the Fair Market Value of the assets sold or otherwise disposed ofof (or in the case of a lease or similar arrangement, receives an agreement for the payment pursuant to the terms of such lease of rents from time to time at fair value); (iib) not less than 80% of the consideration received by the Company or such applicable Restricted Subsidiary, as proceeds therefrom (in the case may beof a lease, is in the form when paid from time to time) consist of (A) at least 85% cash or and/or Cash Equivalents, ; (c) no Default or (B) Replacement Assets, Event of Default shall have occurred and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received be continuing at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in after giving effect to such Asset Sale and from which Sale; (d) unless otherwise expressly provided herein, the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Net Cash Equivalents within ten Business Days Proceeds of such Asset Sale (shall be applied in connection with the offer to purchase the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii)Securities described below; and (iiie) the Holdings and its Subsidiaries may engage in an Asset Sale Proceeds received by involving Collateral only in accordance with Article Fourteen. On or before the Company or such Restricted Subsidiary, as 180th day after the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities date on which Holdings or any other secured Debt of Subsidiary consummates the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such relevant Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000Collateral, the Company shall apply use all of the Net Cash Proceeds from such Asset Sale to make either (i) an offer to purchase (the "Asset Sale Offer") from all holders of Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Available Asset Sale Net Cash Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interestinterest thereon, if any, to the purchase date of purchase; or (an "Excess ii) a Permitted Related Investment, upon consummation of which the Trustee shall have received a first priority fully perfected security interest in the property on assets acquired by Holdings or any of its Subsidiaries in connection therewith; provided, that the Company shall not be required to make any Asset Sale Offer if the Net Cash Proceeds Offer")of all Asset Sales and Events of Loss that are not used to make a Permitted Related Investment within 180 days or 365 days, respectively, do not exceed $5 million. If an Excess Proceeds Each Asset Sale Offer shall remain open for a period of at least 20 business days. To the extent the Asset Sale Offer is not fully subscribedsubscribed to by the holders of the Securities, Holdings or the relevant Subsidiary may retain such unutilized portion of the Net Cash Proceeds. If the Asset Sale Offer is more than fully subscribed to by the Holders of the Securities, the particular Securities to be accepted shall be selected by such method as the Trustee shall deem fair and appropriate and which may provide for the selection of portions of the principal of Securities; provided, however, that no such partial acceptance shall reduce the portion of the principal amount of a Security not redeemed to less than, $1,000; and provided further that so long as the Securities are listed on any national securities exchange (as such term is defined in the Exchange Act), such selection shall be made by the Trustee in accordance with the provisions of such exchange. Holdings or such Subsidiary, as the case may be, shall cause such Net Cash Proceeds derived from the sale of Collateral to be deposited in the Collateral Account on the business day on which such Net Cash Proceeds are received by Holdings or such Subsidiary. Collateral Proceeds (including any earnings thereon) may be released from the Collateral Account only in accordance with Section 1404. Notwithstanding the above, the Company may retain and shall not engage, directly or indirectly, in any Asset Sale. SECTION 1018 Application of Net Cash Proceeds in Event of Loss. In the event that Holdings or any Subsidiary suffers any Event of Loss to any Collateral, on or before the 365th day after the date that Holdings or such Subsidiary receives any Net Cash Proceeds from such Event of Loss to Collateral, the Company shall use for general corporate purposes the portion (any such portion, a "Deficiency") all of the Available Asset Sale Net Cash Proceeds not required from such Event of Loss to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset make either (i) an offer to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 purchase (the "Event of Loss Offer") from all holders of Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the 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; or (ii) a Permitted Related Investment, upon consummation of which the Trustee shall have received a first priority fully perfected security interest in the property on assets acquired by Holdings or any of its Subsidiaries in connection therewith; provided, that the Company shall not be required to make any Event of Loss Offer if the Net Cash Proceeds of all Events of Loss and Asset Sale Sales that are not used to make a Permitted Related Investment within 365 days or 180 days, respectively, do not exceed $5 million. Each Event of Loss Offer shall remain open for a period of at least 20 Business Days. To the extent the Event of Loss Offer is not fully subscribed to by the holders of the Securities, Holdings or the relevant Subsidiary may retain such unutilized portion of the Net Cash Proceeds. If the Event of Loss Offer is more than fully subscribed to by the Holders of the Securities, the particular Securities to be accepted shall be selected by such method as the Trustee shall deem fair and appropriate and which may provide for the selection of portions of the principal of Securities; provided, however, that no such partial acceptance shall reduce the portion of the principal amount of a Security not redeemed to less than $1,000; and provided further that so long as the Securities are listed on any national securities exchange (as such term is defined in the Exchange Act), such selection shall be made by the Trustee in accordance with the provisions of such exchange. Holdings or such Subsidiary, as the case may be, shall cause such Net Cash Proceeds Measurement Date")derived from the loss of Collateral to be deposited in the Collateral Account on the Business Day on which such Net Cash Proceeds are received by Holdings or such Subsidiary. Collateral Proceeds (including any earnings thereon) may be released from the Collateral Account only in accordance with Section 1404.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate an any Asset Sale unless unless: (ia) the Company or such applicable the Restricted Subsidiary, as the case may be, Subsidiary receives consideration (measured either, at the option of the Company, at the time of the Asset Sale or as of the date of the definitive agreement with respect to such sale or other disposition Asset Sale) at least equal to the Fair Market Value of the Property subject to that Asset Sale; and (b) at least 75% of the aggregate consideration paid to (or for the account of) the Company or the Restricted Subsidiary in connection with the Asset Sale is in the form of cash or Cash Equivalents or the assumption by the purchaser of liabilities of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) as a result of which the Company and the Restricted Subsidiaries are no longer obligated with respect to those liabilities. The foregoing shall not apply with respect to any involuntary loss or other Involuntary Dispositions of any assets. For the purposes of this Section 4.07: (1) (x) securities, instruments, notes or other assets sold received by the Company or otherwise disposed ofany Restricted Subsidiary from the purchaser that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days after the receipt thereof shall be considered to be cash to the extent of the cash received in that conversion and (y) any cash payments received with respect to instruments, notes, securities or other assets referred to in the foregoing clause (x) within 180 days of receipt of such instruments, notes, securities or other assets; (ii2) not less than 80any cash consideration paid to the Company or the Restricted Subsidiary in connection with the Asset Sale that is held in escrow or on deposit to support 82 indemnification, adjustment of purchase price or similar obligations in respect of such Asset Sale shall be considered to be cash; (3) Productive Assets received by the Company or any Restricted Subsidiary in connection with the Asset Sale shall be considered to be cash; (4) the requirement that at least 75% of the consideration paid to the Company or the Restricted Subsidiary in connection with the Asset Sale be in the form of cash or Cash Equivalents or assumed liabilities shall also be considered satisfied if the cash or Cash Equivalents received constitutes at least 75% of the consideration received by the Company or the Restricted Subsidiary in connection with such applicable Restricted SubsidiaryAsset Sale, as the case may be, is in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) determined on an after-tax basis; and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (15) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities Designated Non-Cash Consideration received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) in connection with the Asset Sale Proceeds having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received in respect of Asset Sales, that at that time outstanding does not exceed the greater of (x) $60 million or (y) 2% of Total Assets shall be considered to be cash. Within 365 days after the receipt thereof, any Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Company or such a Restricted Subsidiary, as to the case may be, are applied, at the option of extent the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary elects (or is required by the Other Senior Notes; or terms of any Debt): (Ba) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that to: (1) such investment occurs reduce, repay, prepay or purchase Debt under the Super Senior Revolving Credit Facility; or (2) reduce, repay, prepay, redeem or purchase Senior Secured Debt (other than Debt described under (1) above) (provided, that if the Company or any such Restricted Subsidiary enters into contractual commitments to shall so apply reduce such Asset Sale Proceeds, subject only to customary conditions (Senior Secured Debt other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000Notes, the Company shall apply an amount equal Issuers will equally and ratably reduce Obligations under the Notes) and to the Available Asset Sale Proceeds to an offer to repurchase extent the Obligations under the Notes are reduced or repaid, they shall be reduced or repaid in accordance with the provisions set forth under Section 3.07, Section 4.27, through open market purchases or privately negotiated transactions (andprovided, that such purchases are at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to or above 100% of the principal amount thereof plus accrued and unpaid interest, if any, thereof) or through an offer to purchase Notes (in accordance with the purchase date (procedures set forth below for an "Excess Proceeds Offer"). If an Excess Proceeds Asset Disposition Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below)) or pursuant to the amortization provisions of this Indenture; provided, that all Net Available Cash used to make such an offer to purchase shall constitute be deemed to have been so applied whether or not accepted by the Noteholders; or (3) (i) make an offer to purchase Notes (in accordance with the procedures set forth below for an Asset Disposition Offer); provided, that all Net Available Asset Sale Proceeds for purposes Cash used to make such an offer to purchase shall be deemed to have been so applied whether or not accepted by the Noteholders or (ii) repurchase or redeem the Notes in accordance with the provisions set forth under Section 3.07 or through open market purchases or privately negotiated transactions (provided, that such purchases are at or above 100% of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date"principal amount thereof).; or

Limitation on Asset Sales. (a) The Neither the Company will not, and will not cause or permit nor any of its Restricted Subsidiaries to, will consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by management of the Company or, if such Asset Sale involves consideration in excess of $5,000,000, by the board of directors of the Company, as evidenced by a board resolution), (ii) not less than 80at least 75% of the consideration received by the Company or such applicable Restricted Subsidiary, as the case may be, from such Asset Sale is in the form of (A) cash or Cash EquivalentsEquivalents (other than in the case where the Company is exchanging all or substantially all the assets of one or more broadcast businesses operated by the Company (including by way of the transfer of capital stock) for all or substantially all the assets (including by way of the transfer of capital stock) constituting one or more broadcast businesses operated by another Person, in which event the foregoing requirement with respect to the receipt of cash or (B) Replacement Assets, and in each case set forth in subclauses (ACash Equivalents shall not apply) and (B) of this clause (a)(ii), is received at the time of such sale disposition and (iii) upon the consummation of an Asset Sale, the Company applies, or other disposition; provided that the amount causes such Subsidiary to apply, such Net Cash Proceeds within 180 days of receipt thereof, either (1A) to repay any Debt (other than subordinated Debt) Senior Indebtedness of the Company or any such applicable Restricted Indebtedness of a Subsidiary that is actually assumed by the transferee in such Asset Sale and from which of the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (and, to the extent of such Senior Indebtedness relates to principal under a revolving credit or similar facility, to obtain a corresponding reduction in the cash or Cash Equivalents receivedcommitments thereunder), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment reinvest, or to be contractually committed to reinvest pursuant to a binding agreement, in properties and assets that are used or are useful Productive Assets and, in the business latter case, to have so reinvested within 360 days of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business date of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; Net Cash Proceeds or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, to purchase Securities tendered to the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), for purchase at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interestinterest thereon, if any, to the date of purchase date pursuant to an offer to purchase made by the Company as set forth below (an a "Excess Net Proceeds Offer"); provided, however, that the Company may defer making a Net Proceeds Offer until the aggregate Net Cash Proceeds from Asset Sales not otherwise applied in accordance with this Section 4.15 equal or exceed $5,000,000. If In addition, to the extent that any Asset Sale also constitutes an Excess asset sale under the Existing Indenture, a Net Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") only required to be made out of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, proceeds which remain after the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount application of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes proceeds in accordance with the terms of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")Existing Indenture.

Limitation on Asset Sales. (a) The Company will Co-Issuer shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company Co-Issuer (or such applicable the Restricted Subsidiary, as the case may be, ) receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; of and (ii) not less than 80at least 75% of the consideration therefor received by the Company Co-Issuer or such applicable Restricted Subsidiary, as the case may be, Subsidiary is in the form of (Aa) cash or Cash Equivalents, (b) Tower Assets or (Bc) Replacement Assets, and in each case set forth in subclauses (A) and (B) any combination of the foregoing. For purposes of this clause (a)(ii)provision, is received at the time following shall be deemed to be cash for purposes of such sale or other disposition; provided that this provision: the amount of (1x) any Debt liabilities (other than subordinated Debtas shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any such applicable Restricted Subsidiary (other than contingent liabilities and liabilities that is actually are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee in of any such Asset Sale and from which assets pursuant to a customary novation agreement that releases the Company and its or such Restricted Subsidiaries are fully and unconditionally released Subsidiary from further liability and (2y) any securities securities, notes or other obligations received by the Company Co-Issuer or any such applicable Restricted Subsidiary which from such transferee that are converted by the Co-Issuer or such Restricted Subsidiary into cash or Cash Equivalents within ten Business Days 20 days of such the applicable Asset Sale (to the extent of the cash or Cash Equivalents received). Within 360 days after the receipt of any Net Proceeds from an Asset Sale, will the Co-Issuer or the applicable Restricted Subsidiary may apply such Net Proceeds to: (a) reduce (which reduction may be deemed to be cash for purposes temporary) Indebtedness under a Credit Facility; (b) reduce or repurchase any Indebtedness of this clause any Restricted Subsidiary of the Company; (a)(ii)c) reduce or repurchase any Indebtedness represented by the Notes; and (iiid) reduce or repurchase any Senior Indebtedness of the Company; provided that the Notes are reduced or repurchased on a pro rata basis with the Net Proceeds from such Asset Sale Proceeds received by Sale; (e) acquire all or substantially all the assets of a Permitted Business; provided, that after giving effect thereto, the Company or such a Restricted Subsidiary, as the case may be, are applied, at the option Subsidiary of the Company or is the owner of such Restricted Subsidiary, assets; (Af) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt acquire Voting Stock of a Permitted Business from a Person that is not a Subsidiary of the Company; provided, that, after giving effect thereto, the Company or and its Restricted Subsidiaries own a majority of such Restricted Subsidiary or the Other Senior NotesVoting Stock; or (Bg) to an investment in properties and make a capital expenditure or acquire other long-term assets that are used or are useful in a Permitted Business; provided, that after giving effect thereto, the business Company or a Restricted Subsidiary of the Company is the owner of such assets. Pending the final application of any such Net Proceeds, the Co-Issuer or its the applicable Restricted Subsidiaries Subsidiary may invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in businesses reasonably similar the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Co-Issuer or ancillary the applicable Restricted Subsidiary will be required to the business make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Senior Indebtedness of the Company containing provisions similar to those set forth in this Indenture with respect to offers to purchase or its Restricted Subsidiaries redeem with the proceeds of sales of assets (such other Senior Indebtedness, “Pari Passu Notes”) to purchase the maximum principal amount (or accreted value, as conducted at applicable) of Notes and such Pari Passu Notes that may be purchased out of the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Excess Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to at an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date (an "to receive interest due on the relevant interest payment date), in accordance with the procedures set forth in the Indenture and the instruments governing such Pari Passu Notes. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer"), the Co-Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If an the aggregate principal amount (or accreted value, as applicable) of Notes and Pari Passu Notes tendered into such Asset Sale Offer surrendered by holders thereof exceeds the amount of Excess Proceeds Offer is not fully subscribedProceeds, the Company may retain Trustee shall select the Notes and use for general corporate purposes Pari Passu Notes to be purchased on a pro rata basis based on the portion aggregate principal amount (any such portionor accreted value, a "Deficiency"as applicable) of the Available Asset Sale Proceeds not required to repurchase NotesNotes and Pari Passu Notes tendered. Upon completion of any Excess Proceeds Offersuch offer to purchase, the amount of Available Asset Sale Excess Proceeds shall be reset at zero. The Co-Issuer will comply, to zero; provided the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations applicable to any Asset Sale Offer. To the extent that the amount provisions of any such securities laws or securities regulations conflict with the provisions of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of covenant described above, the first Excess Proceeds Offer that is made after August 14, 2006 (Co-Issuer will comply with the "Asset Sale Proceeds Measurement Date")applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described above by virtue thereof.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed ofof (as determined in good faith by the Company's Board of Managers); (ii) not less than 80at least 75% of the consideration received by the Company or such applicable the Restricted Subsidiary, as the case may be, is from such Asset Sale shall be in the form of cash, Cash Equivalents or Foreign Cash Equivalents (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of any liabilities (1) any Debt (other than subordinated Debtas shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any such applicable Restricted Subsidiary (other than liabilities that is actually are by their terms subordinated to the Notes) that are assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or of any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will assets shall be deemed to be cash for purposes of this clause (a)(ii)provision) and is received at the time of such disposition; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either (A) to prepay any Senior Debt, Guarantor Senior Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to either (x) make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of such Asset Sale or in properties and assets (including Capital Stock of any entity) 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 ("Replacement Assets") or (y) the acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of -74- the Company or its Subsidiaries; PROVIDED that Net Cash Proceeds received in excess of $30 million in the aggregate since June 30, 1999 from Asset Sales involving assets of the Company or a Guarantor (other than the Capital Stock of a Foreign Subsidiary) shall only be reinvested in (x) assets which will be owned by the Company or a Guarantor and not constituting an Investment or (y) the capital stock of a Person that becomes a Guarantor or (C) a combination of prepayment, repurchase and investment permitted by the foregoing clauses (iii) (A), (iii) (B) and (iii) (C). On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Managers of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii) (A), (iii) (B) and (iii) (C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii) (A), (iii) (B) and (iii) (C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary, as Subsidiary to make an offer to purchase (the case may be, are applied, at "Net Proceeds Offer") on a date (the option of the Company or such Restricted Subsidiary, (A"Net Proceeds Offer Payment Date") to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other not less than the obtaining of financing), in each case, within 365 30 nor more than 45 days following the receipt applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of such Asset Sale Proceeds; or (C) if Indebtedness that is PARI PASSU with the Notes containing provisions requiring offers to purchase with the proceeds of sales of assets, on such 365th day the Available Asset Sale Proceeds exceed $15,000,000a PRO RATA basis, the Company shall apply an that amount of Notes equal to the Available Asset Sale Net Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), Offer Amount at a purchase price in cash equal to 100% of the principal amount thereof of the Notes to be purchased, plus accrued and unpaid interestinterest thereon, if any, to the purchase date of purchase; PROVIDED, HOWEVER, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an "Excess Asset Sale hereunder and the Net Cash Proceeds Offer")thereof shall be applied in accordance with this Section 4.15. If an Excess The Company shall not be required to make a Net Proceeds Offer until there is not fully subscribedan aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $30 million resulting from one or more Asset Sales, at which time, the Company may retain and use for general corporate purposes unutilized Net Proceeds Offer Amount, shall be applied as required pursuant to this paragraph, PROVIDED, HOWEVER, that the portion first $30 million of Net Proceeds Offer Amount need not be applied as required pursuant to this paragraph. -75- In the event of the transfer of substantially all (any such portion, a "Deficiency"but not all) of the Available Asset Sale Proceeds not required property and assets of the Company and its Restricted Subsidiaries as an entirety to repurchase a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds successor corporation shall be reset deemed to zero; provided that have sold the amount properties and assets of the 25% Available Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale Proceeds (as defined below) Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall constitute Available Asset Sale be deemed to be Net Cash Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")this Section 4.15.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an make any Asset Sale (including by operation of or as a result of an LLC Division) unless (i) the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value (determined by the Company in good faith, as of the date the Company enters into a definitive agreement relating to such Asset Sale) of the assets or other property sold or otherwise disposed of; of in the Asset Sale and (ii) not except (x) in the case of a Permitted Asset Swap or (y) if such Asset Sale has a purchase price of less than 80the greater of $220.0 million and 2.0% of the Consolidated Total Assets, at least 75% of such consideration received by the Company or such applicable Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to or assets used or useful in the extent business of the cash or Cash Equivalents received), will be deemed to be cash Company; provided that for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, covenant “cash” shall include (A) the amount of any liabilities (other than liabilities that are by their terms subordinated to prepay, repay or purchase indebtedness under the Credit Facilities Notes or any other secured Debt Subsidiary Guarantee) of the Company or such Restricted Subsidiary (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the Other Senior Notes; notes thereto) that are assumed by the transferee in connection with such assets or other property in such Asset Sale (and excluding any liabilities that are incurred in connection with or in anticipation of such Asset Sale), but only to the extent that there is no further recourse to the Company or any of its Subsidiaries with respect to such liabilities and (B) to any Designated Noncash Consideration having an investment in properties aggregate fair market value that, when taken together with all other Designated Noncash Consideration previously received and assets that are used or are useful in then outstanding, does not exceed the business greater of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business $330.0 million and 3.0% of the Company or its Restricted Subsidiaries as conducted Consolidated Total Assets at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). Notwithstanding clause (ii) above, (a) all or a portion of the consideration in connection with any such Asset Sale Proceedsmay consist of all or substantially all of the assets or a majority of the Voting Stock of an existing television business, franchise or Station (whether existing as a separate entity, subsidiary, division, unit or otherwise) or any related business used or useful in the Company’s business and (b) the Company may, and may permit its Subsidiaries to, issue shares of Capital Stock in a Qualified Joint Venture to a Qualified Joint Venture Partner without regard to clause (ii) above; provided that, in the case of any of clause (a) or (Cb) if on of this sentence after giving effect to any such 365th day the Available Asset Sale and related acquisition of assets or Voting Stock, (x) no Default or Event of Default shall have occurred or be continuing; and (y) the Net Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available of any such Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interestSale, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")are applied in accordance with this Section 4.14.

Limitation on Asset Sales. (a) The Company will notshall not engage in, and will shall not cause or permit any Subsidiary to engage in, any Asset Sale unless: (i) except in the case of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) resulting from the requisition of title to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss, the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value of the assets sold Property or otherwise disposed ofasset; (ii) not less than 80at least 75% of such consideration consists of Cash Proceeds (or the consideration received by assumption of Indebtedness of the Company or such applicable Restricted Subsidiary relating to the Capital Stock or Property or asset that was the subject of such Asset Sale and the unconditional release of the Company or such Subsidiary from such Indebtedness); (iii) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $2,000,000; and (iv) the Company delivers to the Trustee an Officers' Certificate certifying that such Asset Sale complies with clauses (i), (ii) and (iii). The Company or such Subsidiary, as the case may be, is in may apply the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in Net Available Proceeds from each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (x) to the extent acquisition of the cash one or Cash Equivalents received), will be deemed to be cash for purposes of this clause more Replacement Assets or (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (Ay) to prepay, repurchase or repay or purchase indebtedness under the Credit Facilities or any other secured Senior Debt of the Company or a Subsidiary Guarantor (with a permanent reduction of availability in the case of revolving credit borrowings); provided that such Restricted Subsidiary acquisition or such repurchase or repayment shall be made within 270 days after the Other Senior Notesconsummation of the relevant Asset Sale; or (B) to an investment in properties and assets provided, further, that any such Net Available Proceeds that are used or are applied to the acquisition of Replacement Assets useful in the business of the Company or any of its Restricted Subsidiaries Subsidiaries, or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of Subsidiary making such Asset Sale; provided , pursuant to any binding agreement relating thereto shall be deemed to have been applied for such purpose within such 270-day period so long as they are so applied within 30 days of the effective date of such agreement. (b) Any Net Available Proceeds from any Asset Sale that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments are not used to so apply such acquire Replacement Assets or to repurchase or repay Senior Debt within 270 days after consummation of the relevant Asset Sale constitute "Excess Proceeds, subject only to customary conditions (other than ." When the obtaining aggregate amount of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Excess Proceeds exceed exceeds $15,000,0005,000,000, the Company shall apply an amount equal within 30 days thereafter, or at any time after receipt of Excess Proceeds but prior to there being $5,000,000 of Excess Proceeds, the Available Asset Sale Proceeds to an offer to repurchase the Notes (andCompany may, at its option, to an make a pro rata offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Asset Sale Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date").all

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the Fair Market Value of the assets sold or otherwise disposed of; (ii) not less than 80% of the consideration received by the Company or such applicable Restricted Subsidiary, as the case may be, is in the form of (Aa) cash or Cash Equivalents, Equivalents or (Bb) Replacement Assets, and in each case set forth in subclauses clauses (Aa) and (B) of this clause (a)(iib), is received at the time of such sale or other disposition; provided PROVIDED that the amount of (1x) any Debt Indebtedness (other than subordinated DebtIndebtedness) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2y) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten five Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(iiii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (Aa) to prepay, repay or purchase indebtedness under the New Credit Facilities or any other secured Debt Indebtedness of the Company or such Restricted Subsidiary or the Other Senior NotesSubsidiary; or (Bb) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided PROVIDED that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (Cc) if on such 365th day day, the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable DebtIndebtedness; PROVIDED that the stated maturity date of such Indebtedness is no later than the stated maturity date of the Notes), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds OfferEXCESS PROCEEDS OFFER"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "DeficiencyDEFICIENCY") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided PROVIDED that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 the fifth anniversary of the Issue Date (the "Asset Sale Proceeds Measurement DateFIFTH ANNIVERSARY").

Limitation on Asset Sales. (a) The Company Lessee will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) Lessee or the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by Lessee's Board of Directors) and (ii) not less than 80at least 75% of the consideration received by Lessee or the Company or such applicable Restricted Subsidiary, as the case may be, is from such Asset Sale shall be in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses ; provided that (A) the amount of any liabilities of Lessee or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to Lessee's rental payment obligations under the Lease Agreement) that are assumed by the transferee of any such assets and (B) the fair market value of this clause (a)(ii), is any marketable securities received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company by Lessee or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or exchange for any such applicable Restricted Subsidiary which assets that are promptly converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will shall be deemed to be cash for purposes of this clause (a)(ii)provision; and (iii) provided, further, that in no event shall the aggregate fair market value at the time of receipt of consideration received by Lessee in a form other than cash or Cash Equivalents exceed 15% of Lessee's Consolidated Total Assets. In the event of an Asset Sale, Lessee shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 720 days of receipt thereof either (A) to repay or prepay any indebtedness under the Credit Agreement, and effect a permanent reduction thereof, (B) to make an investment in either (x) properties and assets that replace the properties and assets that were the subject of such Asset Sale or (y) properties or assets that will be used in the business of Lessee and its Restricted Subsidiaries as existing on the Issue Date or in businesses similar or reasonably related thereto or in the capital stock of any entity a majority of whose assets consists of the properties or assets described under (x) or (y) ("Replacement Assets"), or (C) to a combination of prepayment and investment permitted by the immediately foregoing clauses (A) and (B). After the day on which the aggregate amount of Net Cash Proceeds which have not been applied as permitted in the immediately foregoing clauses (A), (B) and (C) of the next preceding sentence (a "Net Proceeds Offer Amount") exceeds $15,000,000 (the "Net Proceeds Offer Trigger Date"), Lessee shall make an offer to apply such Net Cash Proceeds to purchase Equipment from Lessor at the Acquisition Cost thereof; provided, Lessee shall have the option of applying a portion of the Net Proceeds Offer Amount to the repurchase of any Indebtedness not subordinated to its rental payment obligations under the Lease If at any time any non-cash consideration received by the Company Lessee or such any Restricted SubsidiarySubsidiary of Lessee, as the case may be, are appliedin connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), at then such conversion or disposition shall be deemed to constitute an Asset Sale and the option Net Cash Proceeds thereof shall be applied in accordance with this covenant. To the extent that the aggregate principal amount of the Company or such Restricted SubsidiaryTranche A Notes, (A) to prepaythe Tranche B Loans and the Equity Contributions repurchased is less than the Net Proceeds Offer Amount, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties Lessee and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of may use such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use deficiency for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess such Net Proceeds Offer, the amount of Available Asset Sale Net Proceeds shall Offer Amount will be reset to zero. Notwithstanding the two (2) immediately preceding paragraphs, Lessee and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with the foregoing paragraphs to the extent (i) at least 80% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by Lessee or any of its 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 preceding paragraph. If at any time any non-cash consideration received by Lessee or any Restricted Subsidiary of Lessee, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. To the extent that the aggregate principal amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Tranche A Notes, tendered pursuant to such Net Proceeds Offer that is made after August 14less than the net Proceeds Offer Amount allocable to the Tranche A Notes, 2006 (the "Asset Sale Proceeds Measurement Date")Lessee and its Restricted Subsidiaries may use such deficiency for general corporate purposes.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company's Board of Directors), (ii) not less than 80at least 75% of the consideration received by the Company or such applicable the Restricted Subsidiary, as the case may be, is from such Asset Sale shall be in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, Equivalents and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided provided, that the amount of (1x) any Debt (other than subordinated Debt) liabilities of the Company or any such applicable Restricted Subsidiary (other than contingent liabilities and liabilities of the Company that is actually are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee in of any such Asset Sale and from which assets pursuant to a novation agreement that releases the Company and its or such Restricted Subsidiaries are fully and unconditionally released Subsidiary from further liability and (2y) any securities notes or other obligations received by the Company or any such applicable Restricted Subsidiary which from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received)) within 365 days following the closing of such Asset Sale, will be deemed to be cash for purposes of this clause (a)(ii)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; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option within 365 days of the Company or such Restricted Subsidiary, receipt thereof either (A) to prepayprepay any Senior Debt and, repay in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility if required by the terms of such revolving credit facility, or purchase indebtedness under prepay the Credit Facilities or Indebtedness of any other secured Debt Restricted Subsidiary of the Company or that was incurred in accordance with Section 4.12 and, in the case of any such Restricted Subsidiary or Indebtedness under any revolving credit facility, effect a permanent reduction in the Other Senior Notes; or availability under such revolving credit facility if required by the terms of such revolving credit facility, (B) to make an investment in properties and assets that are replace the properties and assets that were the subject of such Asset Sale or in properties and assets (including Qualified Capital Stock 63 -63- of a Person which becomes a Restricted Subsidiary) that will be used or are useful in the business of the Company or and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably similar to related or ancillary to incidental thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the business foregoing clauses (iii)(A) and (iii)(B). On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or its Restricted Subsidiaries as conducted at the time of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale; provided that Sale as set forth in clauses (1iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such investment occurs aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (2iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only make an offer to customary conditions purchase (other the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than the obtaining of financing), in each case, within 365 30 nor more than 45 days following the receipt applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount Notes equal to the Available Asset Sale Net Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), Offer Amount at a purchase price in cash equal to 100% of the principal amount thereof of the Notes to be purchased, plus accrued and unpaid interest, if any, interest to the purchase date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an "Excess Asset Sale hereunder and the Net Cash Proceeds Offer"thereof shall be applied in accordance with this covenant. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10,000,000 resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10,000,000, shall be applied as required pursuant to this paragraph). If an Excess Proceeds Offer is In the event of the transfer of substantially all (but not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency"all) of the Available Asset Sale Proceeds not required property and assets of the Company and its Restricted Subsidiaries as an entirety to repurchase Notes. Upon completion of any Excess Proceeds Offera Person in a transaction permitted under Section 5.01, the amount of Available Asset Sale Proceeds successor corporation shall be reset deemed to zero; provided that have sold the amount properties and assets of the 25% Available Company and its Restricted 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 Proceeds (as defined below) Sale. In addition, the fair 64 -64- market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall constitute Available Asset Sale be deemed to be Net Cash Proceeds for purposes of this covenant. Notwithstanding the first Excess Proceeds Offer that is made after August 14two immediately preceding paragraphs, 2006 (the "Company and its 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 for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided, that any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds Measurement Date")subject to the provisions of the two preceding paragraphs.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by management of the Company or, if such Asset Sale involves consideration in excess of $10,000,000, by the board of directors of the Company, as evidenced by a board resolution), (ii) not less than 80at least 75% of the consideration received by the Company or such applicable Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or from such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful Asset Sale is in the business form of the Company cash or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted Cash Equivalents and is received at the time of such disposition and (iii) upon the consummation of an Asset Sale; provided that , the Company applies, or causes such Restricted 38 -32- Subsidiary to apply, such Net Cash Proceeds within 180 days of receipt thereof either (1A) such investment occurs or (2) to permanently reduce the Indebtedness of the Company or any such one or more Restricted Subsidiary enters into contractual commitments to so apply Subsidiaries of the Company under the Senior Credit Facilities (except that the Company may temporarily repay Indebtedness under the revolving credit portion of the Senior Credit Facilities using the Net Cash Proceeds from such Asset Sale Proceeds, subject only and thereafter use such funds to customary conditions reinvest pursuant to clause (other than B) below within the obtaining of financingperiod set forth therein without having to obtain a corresponding reduction in the commitments thereunder), (B) to reinvest, or to be contractually committed to reinvest pursuant to a binding agreement, in each Productive Assets and, in the latter case, to have so reinvested within 365 360 days following of the date of receipt of such Asset Sale Proceeds; Net Cash Proceeds or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000to purchase Securities and other Senior Indebtedness, pro rata tendered to the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), for purchase at a purchase price in cash equal to 100% of the principal amount thereof (or the accreted value of such other Senior Indebtedness, if such other Senior Indebtedness is issued at a discount) plus accrued and unpaid interestinterest thereon, if any, to the date of purchase date pursuant to an offer to purchase made by the Company as set forth below (an a "Excess Net Proceeds Offer"). If an Excess ; provided, however, that the Company may defer making a Net Proceeds Offer until the aggregate Net Cash Proceeds from Asset Sales not otherwise applied in accordance with this covenant equal or exceed $15,000,000. Subject to the deferral right set forth in the final proviso of the preceding paragraph, each notice of a Net Proceeds Offer shall be mailed, by first-class mail, to Holders not more than 180 days after the relevant Asset Sale or, in the event the Company or a Restricted Subsidiary has entered into a binding agreement as provided in (B) above, within 180 days following the termination of such agreement but in no event later than 360 days after the relevant Asset Sale. Such notice shall specify, among other things, the purchase date (which shall be no earlier than 30 days nor later than 45 days from the date such notice is not fully subscribedmailed, except as otherwise required by law) and shall otherwise comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Securities in whole or in part in integral multiples of $1,000. To the extent Holders properly tender Securities in an amount which, together with all other Senior Indebtedness so tendered, exceeds the Net Proceeds Offer, Securities and other Senior Indebtedness of tendering Holders shall be repurchased on a pro rata basis (based upon the aggregate principal amount tendered, or, if applicable, the aggregate accreted value tendered). To the extent that the aggregate principal amount of Securities tendered pursuant to any Net Proceeds Offer, which, together with the aggregate principal amount or aggregate accreted value, as the case may be, of all other Senior Indebtedness so tendered, is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may retain and use for general corporate purposes the any remaining portion (any of such portion, a "Deficiency") of the Available Asset Sale Net Cash Proceeds not required to fund the repurchase Notesof tendered Securities and other Senior Indebtedness for any purposes not otherwise prohibited by this Indenture. Upon completion the consummation of any Excess Net Proceeds Offer, the amount of Available Net Cash Proceeds subject to any future Net Proceeds Offer from the Asset Sale Sales giving rise to such Net Cash Proceeds shall be reset deemed to be zero; provided that . The Company shall comply with the amount requirements of Rule 14e-1 under the 25% Available Asset Sale Exchange Act to the extent applicable in connection with the repurchase of Securities pursuant to a Net Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")Offer.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company's Board of Directors), (ii) not less than 80at least 75% of the consideration received by the Company or such applicable the Restricted Subsidiary, as the case may be, is from such Asset Sale shall be in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, Qualified Proceeds and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is shall be received at the time of such sale or other disposition; provided that and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 360 days of receipt thereof (A) first to prepay (subject to waiver by the Lender) Indebtedness under the New Credit Facility and (B) then to make (subject to waiver by the Holders of a majority in aggregate principal amount of the Notes) redemptions of principal on the Notes by means of a redemption notice as described in Section 3.04. In the event of the transfer of substantially all (1) any Debt (other than subordinated Debtbut not all) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale property and from which assets of the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by as an entirety to a Person in a transaction permitted pursuant to Section 5.01, the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will surviving entity shall be deemed to be cash have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this clause (a)(ii); Section 4.15, and (iii) shall comply with the provisions of this Section 4.15 with respect to such deemed sale as if it were an Asset Sale Proceeds received by Sale. In addition, the Company or fair market value of such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or deemed to be sold shall be for cash in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such an Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")this Section 4.15.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by management of the Company or, if such Asset Sale involves consideration in excess of $10,000,000, by the board of directors of the Company, as evidenced by a board resolution), (ii) not less than 80at least 75% of the consideration received by the Company or such applicable Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or from such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful Asset Sale is in the business form of the Company cash or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted Cash Equivalents and is received at the time of such disposition and (iii) upon the consummation of an Asset Sale; provided that , the Company applies, or causes such Restricted Subsidiary to apply, such Net Cash Proceeds within 360 days of receipt thereof either (1A) such investment occurs or (2) to repay any Senior Indebtedness of the Company or any such Indebtedness of a Restricted Subsidiary enters into contractual of the Company (and, to the extent such Senior Indebtedness relates to principal under a revolving credit or similar facility, to obtain a corresponding reduction in the commitments to so apply thereunder, except that the Company may temporarily repay Senior Indebtedness using the Net Cash Proceeds from such Asset Sale Proceeds, subject only and thereafter use such funds to customary conditions reinvest pursuant to clause (other than B) below within the obtaining of financingperiod set forth therein without having to obtain a corresponding reduction in the commitments thereunder), (B) to reinvest, or to be contractually committed to reinvest pursuant to a binding agreement, in each Productive Assets and, in the latter case, to have so reinvested within 365 540 days following of the date of receipt of such Asset Sale Proceeds; Net Cash Proceeds or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000to purchase Securities and other Senior Subordinated Indebtedness, pro rata tendered to the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), for purchase 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 interestinterest thereon, if any, to the date of purchase date pursuant to an offer to purchase made by the Company as set forth below (an a "Excess Net Proceeds Offer"). If an Excess ; provided, however, that the Company may defer making a Net Proceeds Offer until the aggregate Net Cash Proceeds from Asset Sales not otherwise applied in accordance with this covenant equal or exceed $15,000,000. Subject to the deferral right set forth in the final proviso of the preceding paragraph, each notice of a Net Proceeds Offer shall be mailed, by first-class mail, to Holders not more than 360 days after the relevant Asset Sale or, in the event the Company or a Restricted Subsidiary has entered into a binding agreement as provided in (B) above, within 360 days following the termination of such agreement but in no event later than 540 days after the relevant Asset Sale. Such notice shall specify, among other things, the purchase date (which shall be no earlier than 30 days nor later than 45 days from the date such notice is not fully subscribedmailed, except as otherwise required by law) and shall otherwise comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Securities in whole or in part in integral multiples of $1,000. To the extent Holders properly tender Securities in an amount which, together with all other Senior Subordinated Indebtedness so tendered, exceeds the Net Proceeds Offer, Securities and other Senior Subordinated Indebtedness of tendering Holders shall be repurchased on a pro rata basis (based upon the aggregate principal amount tendered, or, if applicable, the aggregate accreted value tendered). To the extent that the aggregate principal amount of Securities tendered pursuant to any Net Proceeds Offer, which, together with the aggregate principal amount or aggregate accreted value, as the case may be, of all other Senior Subordinated Indebtedness so tendered, is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may retain and use for general corporate purposes the any remaining portion (any of such portion, a "Deficiency") of the Available Asset Sale Net Cash Proceeds not required to fund the repurchase Notesof tendered Securities and other Senior Subordinated Indebtedness for any purposes not otherwise prohibited by this Indenture. Upon completion the consummation of any Excess Net Proceeds Offer, the amount of Available Net Cash Proceeds subject to any future Net Proceeds Offer from the Asset Sale Sales giving rise to such Net Cash Proceeds shall be reset deemed to be zero; provided that . The Company shall comply with the amount requirements of Rule 14e-1 under the 25% Available Asset Sale Exchange Act to the extent applicable in connection with the repurchase of Securities pursuant to a Net Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")Offer.

Limitation on Asset Sales. (a) The Company will Companies shall not, and will shall not cause or permit any Subsidiary to, consummate any Asset Sale other than (i) as the result of its Restricted a Casualty Event (or settlement of either thereof) or (ii) one or more Real Property Transfers or Subsidiary Equity Sales (collectively, "Permitted Asset Sales") meeting the requirements of this Section 4.09. The Companies may, and may permit their Subsidiaries to, consummate an any Permitted Asset Sale unless so long as (ix) the Company Companies or such applicable Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such sale or other disposition Permitted Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of; included in such Permitted Asset Sale, (iiy) not less than 8067% of the consideration received by the Companies and its Subsidiaries pursuant to such Permitted Asset Sale (if other than a Casualty Event) is in the form of cash or Cash Equivalents and (z) such Net Available Proceeds are applied to the redemption of Notes (or deposited into a cash collateral account with the Trustee) as required pursuant to Section 3.08 hereof. If at any time any non-cash consideration is received by any Company or such applicable Restricted any Subsidiary, as the case may be, is in connection with any Permitted Asset Sale, the form Trustee shall hold such consideration in trust hereunder as collateral security for the obligations of (A) cash or Cash Equivalents, or (B) Replacement Assets, and the Companies in each case set forth in subclauses (A) and (B) respect of this clause (a)(ii), is received the Notes; provided that at the time of such sale consideration is repaid or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into or sold or otherwise disposed of for cash or Cash Equivalents within ten Business Days (other than interest received with respect to any such non-cash consideration), then the date of such Asset Sale (to the extent of the cash repayment, conversion or Cash Equivalents received), will disposition shall be deemed to constitute the date of a Permitted Asset Sale hereunder, and the Net Available Proceeds thereof shall be cash for purposes applied in accordance with this Section 4.09. Anything herein to the contrary notwithstanding, the provisions of this clause (a)(ii); and (iii) the Section 4.09 shall not be applicable to any Asset Sale Proceeds received by with respect to the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities Excluded Entities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")Equity Interests therein.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unless (i) the Company or such applicable Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value (as determined in good faith by the Board of Directors of the Company as evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets sold or otherwise disposed of; subject to such Asset Sale, (ii) not less than 80at least 85% of the consideration received by the Company or for such applicable Restricted Subsidiary, as the case may be, Asset Sale is in the form of (A) cash cash, Cash Equivalents or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) liabilities of the Company or any such applicable Restricted Subsidiary (other than liabilities that is actually are by their terms subordinated to the Notes or any Guarantee of the Notes) that are assumed by the transferee in of such assets (PROVIDED, that following such Asset Sale and from which there is no further recourse to the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any with respect to such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents receivedassets), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) within 12 months of such Asset Sale, the Asset Sale Net Proceeds received by the Company or such Restricted Subsidiary, as the case may be, thereof are applied, at the option of the Company or such Restricted Subsidiary, (Aa) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment invested in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary related to the business of the Company or its Restricted Subsidiaries as conducted at on the time Issue Date, (b) used to permanently reduce any Indebtedness which ranks senior to or pari passu with the Notes (PROVIDED in the case of a revolver or similar arrangement that makes credit available, such Asset Sale; provided that (1commitment is also permanently reduced) such investment occurs or (2c) to the Company extent not used as provided in clause (a) or (b), applied to make an offer to purchase Notes as described below (an "Excess Proceeds Offer"); PROVIDED, that if the amount of Net Proceeds from any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only not invested pursuant to customary conditions clause (other a) above or used to repay Indebtedness pursuant to clause (b) above is less than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,0002.0 million, the Company shall apply not be required to make an offer pursuant to clause (c). The amount of Net Proceeds not invested or applied as set forth in the preceding clause (a) or (b) constitutes "Excess Proceeds." If the Company elects, or becomes obligated to make an Excess Proceeds Offer, the Company shall offer to purchase Notes having an aggregate principal amount equal to the Available Asset Sale Excess Proceeds to an offer to repurchase (the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt"Purchase Amount"), at a purchase price in cash equal to 100% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, to the purchase date date. The Company must commence such Excess Proceeds Offer not later than 30 days after the expiration of the 12-month period following the Asset Sale that produced Excess Proceeds. If the aggregate purchase price for the Notes tendered pursuant to the Excess Proceeds Offer is less than the Excess Proceeds, the Company and its Restricted Subsidiaries may use the portion of the Excess Proceeds remaining after payment of such purchase price for general corporate purposes. Each Excess Proceeds Offer shall remain open for a period of 20 Business Days and no longer, unless a longer period is required by law (an the "Excess Proceeds OfferOffer Period"). If Promptly after the termination of the Excess Proceeds Offer Period (the "EXCESS PROCEEDS PAYMENT DATE"), the Company shall purchase and mail or deliver payment for the Purchase Amount for the Notes or portions thereof tendered, PRO RATA or by such other method as may be required by law, or, if less than the Purchase Amount has been tendered, all Notes tendered pursuant to the Excess Proceeds Offer. The principal amount of Notes to be purchased pursuant to an Excess Proceeds Offer is not fully subscribedmay be reduced by the principal amount of Notes acquired by the Company through purchase or redemption (other than pursuant to a Change of Control Offer) subsequent to the date of the Asset Sale and surrendered to the Trustee for cancellation. Each Excess Proceeds Offer shall be conducted in compliance with all applicable laws, including without limitation, Regulation 14E of the Exchange Act and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the -33- Company may retain shall comply with the applicable securities laws and use regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof. The Company shall not, and shall not permit any of its Subsidiaries to, create or suffer to exist or become effective any restriction that would impair the ability of the Company to make an Excess Proceeds Offer upon an Asset Sale or, if such Excess Proceeds Offer is made, to pay for general corporate purposes the portion (any Notes tendered for purchase. The Company shall, no later than 30 days following the expiration of the 12-month period following the Asset Sale that produced Excess Proceeds, commence the Excess Proceeds Offer by mailing to the Trustee and each Holder, at such portionHolder's last registered address, a "Deficiency") notice, which shall govern the terms of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds and shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date").state:

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, consummate an any Asset Sale Sale, unless (i) the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the Fair Market Value of the assets sold or otherwise disposed of; (ii) not less than 80% of the consideration received by the Company or such applicable Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 75% of the consideration received consists of cash or Temporary Cash Investments; provided, however, that this clause (ii) shall not apply to long-term assignments in capacity in a telecommunications network. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, as in each case owing to a Person other than the case may be, is in the form Company or any of (A) cash or Cash Equivalents, its Restricted Subsidiaries or (B) Replacement Assetsinvest an equal amount, and in each case set forth in subclauses or the amount not so applied pursuant to clause (A) and (B) or enter into a definitive agreement committing to so invest within 12 months after the date of this clause (a)(iisuch agreement), is received at the time of such sale in property or other disposition; provided that the amount of (1) any Debt assets (other than subordinated Debtcurrent assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the Company nature or any such applicable Restricted Subsidiary that is actually assumed by type of the transferee in such Asset Sale property and from which assets of, or the business of, the Company and its Restricted Subsidiaries are fully existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and unconditionally released evidenced by a Board Resolution) and (2ii) any securities received by apply (no later than the Company or any end of the 12-month period referred to in clause (i)) such applicable Restricted Subsidiary which are converted into cash or excess Net Cash Equivalents within ten Business Days of such Asset Sale Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.10. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); preceding sentence and (iii) the Asset Sale Proceeds received not applied as so required by the Company or end of such Restricted Subsidiaryperiod shall constitute "Excess Proceeds." If, as the case may be, are applied, at the option of the Company or such Restricted Subsidiaryfirst day of any calendar month, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt aggregate amount of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) Excess Proceeds not theretofore subject to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar Offer to or ancillary Purchase pursuant to the business of the Company or its Restricted Subsidiaries as conducted this Section 4.10 totals at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed least $15,000,0005 million, the Company shall apply must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Available Asset Sale Excess Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt)on such date, at a purchase price in cash equal to 100% of the principal amount thereof plus of the Notes, plus, in each case, accrued and unpaid interest, if any, interest to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Payment Date").

Limitation on Asset Sales. (a) The Company Holdings and the Borrowers will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, consummate cause, make or suffer to exist an Asset Sale Sale, unless (ix) the Company Holdings, such Borrower or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value (as determined in good faith by the board of directors of Holdings) of the assets sold or otherwise disposed of; of and (iiy) not less than 80except for any Permitted Asset Swap, at least 75% of the consideration therefor received by the Company Holdings, such Borrower or such applicable Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1a) any Debt liabilities (as shown on Holdings’, such Borrower’s, or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of Holdings, such Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated Debt) of to the Company or any such applicable Restricted Subsidiary Loans), that is actually are assumed by the transferee in of any such Asset Sale assets and from for which Holdings, the Company Borrowers and its all Restricted Subsidiaries are fully and unconditionally have been validly released and by all creditors in writing, (2b) any securities received by the Company Holdings, such Borrower or any such applicable Restricted Subsidiary which from such transferee that are converted by Holdings, by such Borrower or by such Restricted Subsidiary into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash received) within 180 days following the closing of such Asset Sale and/or (c) any Designated Non-Cash Consideration received by Holdings, such Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Equivalents receivedConsideration received pursuant to this clause (c) that is at that time outstanding, not to exceed $75.0 million (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value), will shall be deemed to be cash for purposes of this clause (a)(ii); provision and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any for no other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")purpose.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed ofof (as determined in good faith by the Company's Board of Directors); (ii) not less than 80at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition provided 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 contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are immediately converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this Section 4.05; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either (A) to prepay any Indebtedness secured by assets subject to such Asset Sale (and, in the case of any such Indebtedness under any revolving credit facility, including the New Revolving Credit Facility, effect a permanent reduction in the availability under such revolving credit facility), (B) to make 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 of a kind used or usable in the business of the Company and its Restricted Subsidiaries as conducted in accordance with Section 4.15 of this Indenture or to acquire Capital Stock of any Person which upon such acquisition becomes a Restricted Subsidiary and which conducts business in accordance with Section 4.15 of this Indenture ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an Offer to Purchase on the Purchase Date not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of Securities equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Securities to be purchased, plus accrued and unpaid interest thereon, if any, to the Purchase Date; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed 43 -43- to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.05. The Company may defer the Offer to Purchase until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to this paragraph) and, upon such application, the Net Proceeds Offer Amount shall be reset at zero. Notwithstanding the immediately preceding paragraph, the Company and the Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with the prior paragraph if (i) the Company or the applicable Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received receives consideration at the time of such sale Asset Sale at least equal to the fair market value of the assets or other dispositionproperty sold, issued or otherwise disposed of (as evidenced by a resolution of the Company's Board of Directors) and (ii) at least 75% of the consideration for such Asset Sale constitutes Capital Stock of a Person which, upon acquisition, becomes a Restricted Subsidiary and which is in a business of the type described in Section 4.15 of this Indenture, long-term assets used or useful in such business and/or cash or Cash Equivalents; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company cash or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities Cash Equivalents received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar connection with any Asset Sale permitted to or ancillary be consummated under this paragraph shall be added to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Net Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")Amount.

Limitation on Asset Sales. (a) The Company Borrower will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, consummate cause, make or suffer to exist an Asset Sale Sale, unless (ix) the Company Borrower or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of; of and (iiy) not less than 80except for any Permitted Asset Swap, at least 75% of the consideration therefor received by the Company Borrower or such applicable Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1a) any Debt liabilities (as shown on the Borrower's, or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Borrower or any Restricted Subsidiary (other than liabilities that are by their terms subordinated Debt) of to the Company or any such applicable Restricted Subsidiary Loans), that is actually are assumed by the transferee in of any such Asset Sale assets and from for which the Company Borrower and its all Restricted Subsidiaries are fully and unconditionally have been validly released and by all creditors in writing, (2b) any securities received by the Company Borrower or any such applicable Restricted Subsidiary which from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash received) within 180 days following the closing of such Asset Sale and (c) any Designated Non-cash Consideration received by the Borrower or Cash Equivalents receivedany Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 7.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), will shall be deemed to be cash for purposes of this clause (a)(ii); provision and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any for no other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")purpose.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its the Restricted Subsidiaries of the Company to, consummate an make any Asset Sale Disposition, unless (i) the Company or consideration received from such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Disposition is at least equal to the Fair Market Value of the Capital Stock, property or other assets sold or otherwise disposed of; sold, (ii) not less than 80at least 75% of the consideration received by the Company or from such applicable Restricted Subsidiary, as the case may be, Asset Disposition is in the form of cash, Temporary Cash Investments or Marketable Equity Securities (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(iithe "75% Test"), is received at the time of such sale or other disposition; provided that the amount of any liabilities (1) any Debt (other than subordinated Debt) of as shown on the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company Company's or such Restricted Subsidiary, as 's most recent balance sheet or in the case may be, notes thereto and other than contingent liabilities and liabilities that are applied, at by their terms subordinated to the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities Notes or any other secured Debt Subsidiary Guarantee and have a final stated maturity less than 91 days after February 1, 2013) of the Company or such Restricted Subsidiary which are assumed by the transferee, cancelled or the Other Senior Notes; or satisfied in any Asset Disposition (B) to an investment in properties and assets other than liabilities that are used incurred in connection with or are useful in anticipation of such Asset Disposition) as a credit against the business purchase price therefor shall be deemed to be cash to the extent of the amount so credited for purposes of the 75% Test, and (iii) the Company applies, or causes its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business apply, 100% of the Company or its Restricted Subsidiaries as conducted Net Proceeds from any Asset Disposition to an offer (a "Net Proceeds Offer") to purchase Notes outstanding having a Net Proceeds Offer Price at least equal to such Net Proceeds, such Net Proceeds Offer to commence on a date not later than 360 calendar days after the time date of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), Disposition at a purchase price in cash (the "Net Proceeds Offer Price") equal to 100% of the principal amount thereof thereof, plus accrued interest to the closing date of the Net Proceeds Offer (the "Net Proceeds Purchase Date"), except to the extent that such Net Proceeds have been applied either to (i) the permanent repayment of principal and unpaid interestinterest on Senior Indebtedness of the Company or a Guarantor or Indebtedness of the Restricted Subsidiary of the Company that is not a Guarantor that made such Asset Disposition or to (ii) the purchase of assets or businesses in the same line of business as the Company and its Restricted Subsidiaries or assets incidental thereto. Notwithstanding anything to the contrary in this Section 4.10, if any, the Company will not be required to make a Net Proceeds Offer with respect to any Net Proceeds from Asset Dispositions until the aggregate amount of Net Proceeds from Asset Dispositions in any period of 12 consecutive months which are not applied either to the permanent repayment of principal and interest on Indebtedness (as described above) or to the purchase date of assets or businesses (an "Excess Proceeds Offer"as described above), exceeds $10 million. If an Excess For purposes of this Section 4.10, the principal amount of Notes for which a Net Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset made is referred to zero; provided that as the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess "Net Proceeds Offer that is made after August 14, 2006 (the Amount."Asset Sale Proceeds Measurement Date").

Limitation on Asset Sales. Holdings shall not, directly or indirectly, and shall not permit any Subsidiary to, directly or indirectly, make any Asset Sale of Collateral unless (a) The Company will notat the time of such Asset Sale, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company Holdings or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the Fair Market Value of the assets sold or otherwise disposed ofof (or in the case of a lease or similar arrangement, receives an agreement for the payment pursuant to the terms of such lease of rents from time to time at fair value); (iib) not less than 80% of the consideration received by the Company or such applicable Restricted Subsidiary, as proceeds therefrom (in the case may beof a lease, is in the form when paid from time to time) consist of (A) at least 85% cash or and/or Cash Equivalents, ; (c) no Default or (B) Replacement Assets, Event of Default shall have occurred and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received be continuing at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in after giving effect to such Asset Sale and from which Sale; (d) unless otherwise expressly provided herein, the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Net Cash Equivalents within ten Business Days Proceeds of such Asset Sale (shall be applied in connection with the offer to purchase the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii)Securities described below; and (iiie) the Holdings and its Subsidiaries may engage in an Asset Sale Proceeds received by involving Collateral only in accordance with Article Fourteen. On or before the Company or such Restricted Subsidiary, as 180th day after the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities date on which Holdings or any other secured Debt of Subsidiary consummates the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such relevant Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000Collateral, the Company shall apply use all of the Net Cash Proceeds from such Asset Sale to make either (i) an offer to purchase (the "Asset Sale Offer") from all holders of Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Available Asset Sale Net Cash Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interestinterest thereon, if any, to the purchase date of purchase; or (an "Excess ii) a Permitted Related Investment, upon consummation of which the Trustee shall have received a first priority fully perfected security interest in the property on assets acquired by Holdings or any of its Subsidiaries in connection therewith; provided, that the Company shall not be required to make any Asset Sale Offer if the Net Cash Proceeds Offer")of all Asset Sales and Events of Loss that are not used to make a Permitted Related Investment within 180 days or 365 days, respectively, do not exceed $5 million. If an Excess Proceeds Each Asset Sale Offer shall remain open for a period of at least 20 business days. To the extent the Asset Sale Offer is not fully subscribedsubscribed to by the holders of the Securities, Holdings or the relevant Subsidiary may retain such unutilized portion of the Net Cash Proceeds. If the Asset Sale Offer is more than fully subscribed to by the Holders of the Securities, the particular Securities to be accepted shall be selected by such method as the Trustee shall deem fair and appropriate and which may provide for the selection of portions of the principal of Securities; provided, however, that no such partial acceptance shall reduce the portion of the principal amount of a Security not redeemed to less than, $1,000; and provided further that so long as the Securities are listed on any national securities exchange (as such term is defined in the Exchange Act), such selection shall be made by the Trustee in accordance with the provisions of such exchange. Holdings or such Subsidiary, as the case may be, shall cause such Net Cash Proceeds derived from the sale of Collateral to be deposited in the Collateral Account on the business day on which such Net Cash Proceeds are received by Holdings or such Subsidiary. Collateral Proceeds (including any earnings thereon) may be released from the Collateral Account only in accordance with Section 1404. Notwithstanding the above, the Company may retain and shall not engage, directly or indirectly, in any Asset Sale. SECTION 1018. Application of Net Cash Proceeds in Event of Loss. In the event that Holdings or any Subsidiary suffers any Event of Loss to any Collateral, on or before the 365th day after the date that Holdings or such Subsidiary receives any Net Cash Proceeds from such Event of Loss to Collateral, the Company shall use for general corporate purposes the portion (any such portion, a "Deficiency") all of the Available Asset Sale Net Cash Proceeds not required from such Event of Loss to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset make either (i) an offer to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 purchase (the "Event of Loss Offer") from all holders of Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the 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; or (ii) a Permitted Related Investment, upon consummation of which the Trustee shall have received a first priority fully perfected security interest in the property on assets acquired by Holdings or any of its Subsidiaries in connection therewith; provided, that the Company shall not be required to make any Event of Loss Offer if the Net Cash Proceeds of all Events of Loss and Asset Sale Sales that are not used to make a Permitted Related Investment within 365 days or 180 days, respectively, do not exceed $5 million. Each Event of Loss Offer shall remain open for a period of at least 20 Business Days. To the extent the Event of Loss Offer is not fully subscribed to by the holders of the Securities, Holdings or the relevant Subsidiary may retain such unutilized portion of the Net Cash Proceeds. If the Event of Loss Offer is more than fully subscribed to by the Holders of the Securities, the particular Securities to be accepted shall be selected by such method as the Trustee shall deem fair and appropriate and which may provide for the selection of portions of the principal of Securities; provided, however, that no such partial acceptance shall reduce the portion of the principal amount of a Security not redeemed to less than $1,000; and provided further that so long as the Securities are listed on any national securities exchange (as such term is defined in the Exchange Act), such selection shall be made by the Trustee in accordance with the provisions of such exchange. Holdings or such Subsidiary, as the case may be, shall cause such Net Cash Proceeds Measurement Date")derived from the loss of Collateral to be deposited in the Collateral Account on the Business Day on which such Net Cash Proceeds are received by Holdings or such Subsidiary. Collateral Proceeds (including any earnings thereon) may be released from the Collateral Account only in accordance with Section 1404.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the Fair Market Value of the assets sold or otherwise disposed of; (ii) not less than 80% of the consideration received by the Company or such applicable Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents, Equivalents or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided PROVIDED that the amount of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the New Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Pacifica Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided PROVIDED that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds OfferEXCESS PROCEEDS OFFER"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "DeficiencyDEFICIENCY") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided PROVIDED that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 the fifth anniversary of the Issue Date (the "Asset Sale Proceeds Measurement DateFIFTH ANNIVERSARY").

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an make any Asset Sale (including by operation of or as a result of an LLC Division) unless (i) the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value (determined by the Company in good faith, as of the date the Company enters into a definitive agreement relating to such Asset Sale) of the assets or other property sold or otherwise disposed of; of in the Asset Sale and (ii) not except (x) in the case of a Permitted Asset Swap or (y) if such Asset Sale has a purchase price of less than 80the greater of $125.0 million and 2.0% of the Consolidated Total Assets, at least 75% of such consideration received by the Company or such applicable Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to or assets used or useful in the extent business of the cash or Cash Equivalents received), will be deemed to be cash Company; provided that for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, covenant “cash” shall include (A) the amount of any liabilities (other than liabilities that are by their terms subordinated to prepay, repay or purchase indebtedness under the Credit Facilities Notes or any other secured Debt Subsidiary Guarantee) of the Company or such Restricted Subsidiary (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the Other Senior Notes; notes thereto) that are assumed by the transferee in connection with such assets or other property in such Asset Sale (and excluding any liabilities that are incurred in connection with or in anticipation of such Asset Sale), but only to the extent that there is no further recourse to the Company or any of its Subsidiaries with respect to such liabilities and (B) to any Designated Noncash Consideration having an investment in properties aggregate fair market value that, when taken together with all other Designated Noncash Consideration previously received and assets that are used or are useful in then outstanding, does not exceed the business greater of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business $125.0 million and 2.0% of the Company or its Restricted Subsidiaries as conducted Consolidated Total Assets at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). Notwithstanding clause (ii) above, (a) all or a portion of the consideration in connection with any such Asset Sale Proceedsmay consist of all or substantially all of the assets or a majority of the Voting Stock of an existing television business, franchise or station (whether existing as a separate entity, subsidiary, division, unit or otherwise) or any related business used or useful in the Company’s business and (b) the Company may, and may permit its Subsidiaries to, issue shares of Capital Stock in a Qualified Joint Venture to a Qualified Joint Venture Partner without regard to clause (ii) above; provided that, in the case of any of (a) or (Cb) if on of this sentence after giving effect to any such 365th day the Available Asset Sale and related acquisition of assets or Voting Stock, (x) no Default or Event of Default shall have occurred or be continuing; and (y) the Net Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available of any such Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interestSale, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")are applied in accordance with this Section 4.14.

Limitation on Asset Sales. (a) The Company Lessee will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) Lessee or the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by Lessee's Board of Directors) and (ii) not less than 80at least 75% of the consideration received by Lessee or the Company or such applicable Restricted Subsidiary, as the case may be, is from such Asset Sale shall be in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses ; provided that (A) the amount of any liabilities of Lessee or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to Lessee's rental payment obligations under the Lease Agreement) that are assumed by the transferee of any such assets and (B) the fair market value of this clause (a)(ii), is any marketable securities received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company by Lessee or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or exchange for any such applicable Restricted Subsidiary which assets that are promptly converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will shall be deemed to be cash for purposes of this clause (a)(ii)provision; and (iii) provided, further, that in no event shall the aggregate fair market value at the time of receipt of consideration received by Lessee in a form other than cash or Cash Equivalents exceed 15% of Lessee's Consolidated Total Assets. In the event of an Asset Sale, Lessee shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 720 days of receipt thereof either (A) to repay or prepay any indebtedness under the Credit Agreement, and effect a permanent reduction thereof, (B) to make an investment in either (x) properties and assets that replace the properties and assets that were the subject of such Asset Sale or (y) properties or assets that will be used in the business of Lessee and its Restricted Subsidiaries as existing on the Issue Date or in businesses similar or reasonably related thereto or in the capital stock of any entity a majority of whose assets consists of the properties or assets described under (x) or (y) ("Replacement Assets"), or (C) to a combination of prepayment and investment permitted by the immediately foregoing clauses (A) and (B). After the day on which the aggregate amount of Net Cash Proceeds which have not been applied as permitted in the immediately foregoing clauses (A), (B) and (C) of the next preceding sentence (a "Net Proceeds Offer Amount") exceeds $15,000,000 (the "Net Proceeds Offer Trigger Date"), Lessee shall make an offer to apply such Net Cash Proceeds to purchase Equipment from Lessor at the Acquisition Cost thereof; provided, Lessee shall have the option of applying a portion of the Net Proceeds Offer Amount to the repurchase of any Indebtedness not subordinated to its rental payment obligations under the Lease Agreement, pro rata based on the amount of Tranche A Notes, the Tranche B Loans and the Equity Contributions outstanding on the one hand, and the amount of such other Indebtedness outstanding on the other hand. The purchase price for such other Indebtedness will not exceed 100% of the principal amount thereof, plus accrued and unpaid interest thereon. If Lessee elects to so repay such other Indebtedness, the amount of Equipment purchased by it will be reduced by the amount of such other Indebtedness so repurchased. If at any time any non-cash consideration received by the Company Lessee or such any Restricted SubsidiarySubsidiary of Lessee, as the case may be, are appliedin connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), at then such conversion or disposition shall be deemed to constitute an Asset Sale and the option Net Cash Proceeds thereof shall be applied in accordance with this covenant. To the extent that the aggregate principal amount of the Company or such Restricted SubsidiaryTranche A Notes, (A) to prepaythe Tranche B Loans and the Equity Contributions repurchased is less than the Net Proceeds Offer Amount, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties Lessee and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of may use such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use deficiency for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notespurposes. Upon completion of any Excess such Net Proceeds Offer, the amount of Available Asset Sale Net Proceeds shall Offer Amount will be reset to zero. Notwithstanding the two (2) immediately preceding paragraphs, Lessee and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with the foregoing paragraphs to the extent (i) at least 80% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by Lessee or any of its 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 preceding paragraph. If at any time any non-cash consideration received by Lessee or any Restricted Subsidiary of Lessee, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. To the extent that the aggregate principal amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Tranche A Notes, tendered pursuant to such Net Proceeds Offer that is made after August 14less than the net Proceeds Offer Amount allocable to the Tranche A Notes, 2006 (the "Asset Sale Proceeds Measurement Date")Lessee and its Restricted Subsidiaries may use such deficiency for general corporate purposes.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company's Board of Directors), (ii) not less than 80at least 75% of the consideration received by the Company or such applicable the Restricted Subsidiary, as the case may be, is from such Asset Sale shall be in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, Equivalents and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided provided, however, that the amount of (1A) any Debt liabilities (other than subordinated Debtas shown on the Company's or such Restricted Subsidiary's most recent balance sheet or the notes thereto) of the Company or any such applicable Restricted Subsidiary that is actually are assumed by the transferee in such Asset Sale and from which the Company and its or such Restricted Subsidiaries are fully and unconditionally Subsidiary is released and (2B) any securities notes or other obligations received by the Company or any such applicable Restricted Subsidiary which from such transferee that are immediately converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will ) shall be deemed to be cash for the purposes of this clause (a)(ii)Section 4.15; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option within 360 days of the Company or such Restricted Subsidiary, receipt thereof either (A) to prepayrepay any Indebtedness ranking at least pari passu with the Notes (including amounts under Bank Credit Facilities), repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to make an investment in properties and assets that are replace the properties and assets that were the subject of such Asset Sale or in properties and assets that shall be used or are useful in the business of the Company or and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably similar to related thereto ("Replacement Assets"), or ancillary to (C) a combination of prepayment and investment permitted by the business foregoing clauses (iii)(A) and (iii)(B). On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments determines not to so apply the Net Cash Proceeds relating to such Asset Sale Proceeds, subject only to customary conditions as set forth in clauses (other than the obtaining of financingiii)(A), in each case(iii)(B) and (iii)(C) of the next preceding sentence (each, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale a "Net Proceeds exceed $15,000,000Offer Trigger Date"), the Company shall apply an amount equal to such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the Available Asset Sale next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to repurchase purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 45 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of Notes (and, at its option, equal to an offer to repurchase other equal and ratable Debt), the Net Proceeds Offer Amount at a purchase price in cash equal to 100% of the principal amount thereof of the Notes to be purchased, plus accrued and unpaid interestinterest thereon, if any, to the purchase date of purchase; provided, however, that if at any time any consideration other than cash or Cash Equivalents received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an "Excess Asset Sale hereunder and the Net Cash Proceeds Offer"thereof shall be applied in accordance with this covenant. A transfer of assets by the Company to a Wholly Owned Restricted Subsidiary or by a Restricted Subsidiary to the Company or to a Wholly Owned Restricted Subsidiary will not be deemed to be an Asset Sale. A transaction that is subject to and made in compliance with Section 5.01 shall not be subject to the application of this Section 4.15. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5,000,000 resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $5,000,000, shall be applied as required pursuant to this paragraph). If an Excess Proceeds Offer is not fully subscribedNotwithstanding the immediately preceding paragraph, the Company may retain and use for general corporate purposes its Restricted Subsidiaries shall be permitted to consummate an Asset Sale without complying with such paragraph to the portion extent (any such portion, a "Deficiency"i) at least 75% of the Available consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds not required subject to repurchase Notesthe provisions of the two preceding paragraphs. Each Net Proceeds Offer shall be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon completion receiving notice of any Excess the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of Available Asset Sale Proceeds tendering Holders shall be reset purchased on a pro rata basis (based on amounts tendered) unless otherwise required by law or any applicable exchange regulations. A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to zero; provided the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the amount provisions of any securities laws or regulations or any applicable exchange regulations conflict with this Section 4.15, the 25% Available Asset Sale Proceeds (as defined below) Company shall constitute Available Asset Sale Proceeds for purposes of comply with the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")applicable securities laws and regulations and exchange regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale unless (i) the Company or such applicable Restricted the Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets or Properties issued or sold or otherwise disposed of; of and (ii) not less than 80at least 85% of the consideration therefor received by the Company or such applicable Restricted Subsidiary, as the case may be, Subsidiary is in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1x) any Debt liabilities (other than subordinated Debtas shown on the Company’s or such Subsidiary’s most recent balance sheet) of the Company or any such applicable Restricted Subsidiary (other than contingent liabilities and liabilities that is actually are Subordinated Indebtedness or otherwise by their terms subordinated to the Notes or the Subsidiary Guarantees) that are assumed by the transferee in of any such Asset Sale and from which assets pursuant to a customary novation agreement that releases the Company and its Restricted Subsidiaries are fully and unconditionally released or such Subsidiary from further liability and (2y) any securities notes or other obligations received by the Company or any such applicable Restricted Subsidiary which from such transferee that are converted by the Company or such Subsidiary into cash or Cash Equivalents within ten Business Days 180 days of closing such Asset Sale (to the extent of the cash or Cash Equivalents received), will ) shall be deemed to be cash for purposes of this clause provision. Within 180 days after the receipt of any Net Cash Proceeds from any Asset Sale, the Company may (a)(ii); and i) apply all or any of the Net Cash Proceeds therefrom to permanently repay (iiiand, in the case of revolving borrowings, to correspondingly reduce commitments with respect thereto) Indebtedness under the Senior Credit Facility or other Indebtedness having a Lien on the property that was the subject of such Asset Sale Proceeds received by (but only to the Company extent such Lien was a Permitted Lien), or such Restricted Subsidiary, as the case may be, are applied, at the option (ii) invest all or any part of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment Net Cash Proceeds thereof in properties and assets that are replace the properties or other assets that were the subject of such Asset Sale or in other properties or other assets that will be used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to as existing on the business Issue Date. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce borrowings under any revolving credit facility or its Restricted Subsidiaries as conducted at the time of otherwise invest such Asset Sale; provided Net Cash Proceeds in any manner that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such is not prohibited by this Indenture. Any Net Cash Proceeds from an Asset Sale Proceeds, subject only that are not applied or invested as provided in the first sentence of this paragraph will be deemed to customary conditions (other than constitute “Available Proceeds Amount.” When the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the aggregate Available Asset Sale Proceeds exceed Amount exceeds $15,000,0002.0 million, the Company shall apply an amount equal to the Available Asset Sale Proceeds to make an offer to repurchase purchase, from all Holders of the Notes (andand any then outstanding Pari Passu Indebtedness required to be repurchased or repaid on a permanent basis in connection with an Asset Sale, at its option, to an offer to repurchase other equal aggregate principal amount of Notes and ratable Debt), at a purchase price in cash any such Pari Passu Indebtedness equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess such Available Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (Amount as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date").follows:

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, consummate an any Asset Sale Sale, unless (i) the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the Fair Market Value of the assets sold or otherwise disposed of; (ii) not less than 80% of the consideration received by the Company or such applicable Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 75% of the consideration received consists of cash or Temporary Cash Investments; provided, however, that this clause (ii) shall not apply to long-term assignments in capacity in a telecommunications network. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission pursuant to Section 4.17), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, as in each case owing to a Person other than the case may be, is in the form Company or any of (A) cash or Cash Equivalents, its Restricted Subsidiaries or (B) Replacement Assetsinvest an equal amount, and in each case set forth in subclauses or the amount not so applied pursuant to clause (A) and (B) or enter into a definitive agreement committing to so invest within 12 months after the date of this clause (a)(iisuch agreement), is received at the time of such sale in property or other disposition; provided that the amount of (1) any Debt assets (other than subordinated Debtcurrent assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the Company nature or any such applicable Restricted Subsidiary that is actually assumed by type of the transferee in such Asset Sale property and from which assets of, or the business of, the Company and its Restricted Subsidiaries are fully existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and unconditionally released evidenced by a Board Resolution) and (2ii) any securities received by apply (no later than the Company or any end of the 12-month period referred to in clause (i)) such applicable Restricted Subsidiary which are converted into cash or excess Net Cash Equivalents within ten Business Days of such Asset Sale Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.10. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); preceding sentence and (iii) the Asset Sale Proceeds received not applied as so required by the Company or end of such Restricted Subsidiaryperiod shall constitute "Excess Proceeds." If, as the case may be, are applied, at the option of the Company or such Restricted Subsidiaryfirst day of any calendar month, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt aggregate amount of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) Excess Proceeds not theretofore subject to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar Offer to or ancillary Purchase pursuant to the business of the Company or its Restricted Subsidiaries as conducted this Section 4.10 totals at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed least $15,000,0005 million, the Company shall apply must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Available Asset Sale Excess Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt)on such date, at a purchase price in cash equal to 49 43 100% of the principal amount thereof plus of the Notes, plus, in each case, accrued and unpaid interest, if any, interest to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Payment Date").

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an make any Asset Sale (including by operation of or as a result of an LLC Division) unless (i) the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value (determined by the Company in good faith as of the date the Company enters into a definitive agreement relating to such Asset Sale) of the assets or other property sold or otherwise disposed of; of in the Asset Sale and (ii) not except (x) in the case of a Permitted Asset Swap or (y) if such Asset Sale has a purchase price of less than 80$100.0 million, at least 75% of such consideration for such Asset Sale, together with all other Asset Sales since the consideration Issue Date (on a cumulative basis), is in the form of cash or Cash Equivalents or assets used or useful in the business of the Company; provided that for purposes of this Section 4.14 “cash” shall include (A) the amount of any liabilities (other than liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) of the Company or such Restricted Subsidiary (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee in connection with such assets or other property in such Asset Sale (and excluding any liabilities that are incurred in connection with or in anticipation of such Asset Sale), but only to the extent that there is no further recourse to the Company or any of its Subsidiaries with respect to such liabilities; (B) any securities, notes or other obligations or assets received by the Company or such applicable Restricted Subsidiary, as Subsidiary from such transferee that are converted by the case may be, is in the form of (A) Company or such Restricted Subsidiary into cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries their terms are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into required to be satisfied for cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) in each case, within 180 days following the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time closing of such Asset Sale; provided that and (1C) such investment occurs or any Designated Noncash Consideration having an aggregate fair market value that, when taken together with all other Designated Noncash Consideration previously received and then outstanding, does not exceed the greater of (2x) $100.0 million and (y) 25.0% of Consolidated EBITDA of the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than for the obtaining most recent period of financing), in each case, within 365 days following four consecutive fiscal quarters at the time of the receipt of such Designated Noncash Consideration), with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value. Notwithstanding clause (ii) of this Section 4.14(a), all or a portion of the consideration in connection with any such Asset Sale Proceedsmay consist of all or substantially all of the assets or a majority of the Voting Stock of any Similar Business (whether existing as a separate entity, subsidiary, division, unit or otherwise); or (C) if on provided that, immediately after giving effect to any such 365th day the Available Asset Sale and related acquisition of assets or Voting Stock, (x) no Default or Event of Default shall have occurred and be continuing; and (y) the Net Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available of any such Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interestSale, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")are applied in accordance with this Section 4.14.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, consummate an any Asset Sale Sale, unless (i) the Company (or such applicable Restricted the Subsidiary, as the case may be, ) receives consideration at the time of such sale or other disposition at least equal to the Fair Market Value of the assets sold or otherwise disposed ofthereof; (ii) not less than 8085% of the consideration received by the Company (or such applicable Restricted Subsidiaryits Subsidiaries, as the case may be, ) is in the form of (A) cash or Cash Equivalents; provided, or (B) Replacement Assetshowever, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1a) any Debt liabilities (other than subordinated Debtas shown on the Company's or such Subsidiary's most recent balance sheet or in the notes thereto) of the Company or any such applicable Restricted Subsidiary (other than liabilities that is actually are by their terms subordinated to the Notes) that are assumed by the transferee in of any such Asset Sale and from which assets with the effect that none of the Company and or any of its Restricted Subsidiaries are fully and unconditionally released and will have any obligation with respect to such liabilities following such assumption by the transferee, (2b) any securities notes or other obligations received by the Company or any its Subsidiaries from such applicable Restricted Subsidiary which transferee that are converted by the Company or such Subsidiary into cash or Cash Equivalents within ten Business Days of such Asset Sale 90 days following receipt (to the extent of the cash received) and (c) any Marketable Securities received by the Company or Cash Equivalents its Subsidiaries from such transferee that are converted by the Company or such Subsidiary into cash within 90 days following receipt (to the extent of the cash received), will shall be deemed to be cash for purposes of this clause (a)(iiii); and (iii) the Asset Sale Net Cash Proceeds received by the Company (or such Restricted Subsidiaryits Subsidiaries, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply from such Asset Sale Proceedsare applied in accordance with the following paragraphs of this Section 4.9. The Company may, subject only to customary conditions (other than the obtaining of financing), in each case, i) within 365 60 days following the receipt of Net Cash Proceeds from any Asset Sale, apply such Net Cash Proceeds to the repayment of Indebtedness of the Company under the Bank Revolving Credit Facility and to cash collateralize letters of credit outstanding thereunder, in each case to the extent required by (A) the terms of the Bank Revolving Credit Facility as in effect on the Issue Date in connection with an Asset Sale Proceeds; not prohibited by the Bank Revolving Credit Facility as in effect on the Issue Date, or (CB) if on such 365th day the Available terms of a consent granted by the "Lenders" thereunder to an Asset Sale Proceeds exceed $15,000,000prohibited by the Bank Revolving Credit Facility as in effect on the Issue Date; provided, that (x) any such repayment of Indebtedness shall result in a permanent reduction in the Company shall apply revolving credit or other commitment relating thereto in an amount equal to the Available principal amount so repaid, and (y) at such time as any such letters of credit are no longer required to be cash collateralized, any such cash collateralization shall be (1) utilized to repay Indebtedness under the Bank Revolving Credit Facility which repayment shall result in a permanent reduction in the revolving credit or other commitment relating thereto in an amount equal to the principal amount so repaid or (2) released to the Company and applied as Excess Proceeds in accordance with the following paragraph; or (ii) within 180 days following the receipt of Net Cash Proceeds from any such Asset Sale, apply such Net Cash Proceeds or commit pursuant to a definitive contract to apply such Net Cash Proceeds within 60 days to make an investment in a Related Business. Notwithstanding the foregoing, to the extent that any or all of the Net Cash Proceeds of any Asset Sale is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds so affected will not be required to be applied pursuant to this covenant but may be retained for so long, but only for so long, as the applicable local law will not permit repatriation to the United States. The Company agrees to promptly take all reasonable actions required by the applicable local law to permit such repatriation, and once such repatriation of any affected Net Cash Proceeds is permitted under applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be applied in the manner set forth in this covenant as if such Asset Sale had occurred on the date of repatriation. If, upon completion of the applicable period, any portion of the Net Cash Proceeds of any Asset Sale shall not have been applied by the Company as described in clause (i) or (ii) above (the "Excess Proceeds") and such Excess Proceeds, together with any remaining unapplied Excess Proceeds from any prior Asset Sale, exceed $5 million, then the Company will make an offer to repurchase the Notes pursuant to Section 3.9 (andon a pro rata basis if the amount available for such repurchase is less than the outstanding principal amount of the Notes plus accrued and unpaid interest, at its optionif any, to an offer to repurchase other equal and ratable Debt), the date of repurchase) at a purchase price in cash equal to of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (of repurchase; provided, however, that if following such a redemption or an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribedoffer to repurchase, assuming 100% acceptance, the outstanding principal amount of the Notes would be less than $20 million in the aggregate, the Company shall be obligated to either redeem or offer to repurchase Notes to the extent that following such a redemption or an offer to repurchase, assuming 100% acceptance, the outstanding principal amount of the Notes would be equal to $20 million or less in the aggregate, and the remaining Excess Proceeds shall be utilized as provided in the following paragraph until such time as the aggregate of all unapplied Excess Proceeds from all Asset Sales is sufficient to redeem or repurchase 100% of the outstanding principal amount of the Notes, at which time the Company will be obligated to either redeem or offer to repurchase the Notes as provided above. If the aggregate principal amount of Notes surrendered by Holders thereof plus accrued and unpaid interest, if any, exceeds the amount of Excess Proceeds, the Company shall select the Notes to be purchased on a pro rata basis. If the aggregate principal amount of Notes surrendered by Holders thereof in any Asset Sale Offer plus accrued and unpaid interest, if any, is less than the amount of Excess Proceeds, the unused portion of such Excess Proceeds (exclusive of any Excess Proceeds which could not be utilized in such Asset Sale Offer as a result of the proviso in the next preceding sentence) may retain and use be used by the Company (i) for general corporate purposes or (ii) subject to Section 4.10, to make distributions to RI for the portion (any such portion, a "Deficiency") purpose of the Available Asset Sale Proceeds not required to repurchase repaying or redeeming RI Notes. Upon completion of any Excess Proceeds an Asset Sale Offer, the amount of Available Asset Sale Excess Proceeds shall be reset to zero; provided that the greater of zero or the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14whose application would result in the aggregate principal amount of Notes outstanding being greater than zero and less than $20 million. Pending application pursuant to the above paragraphs, 2006 including to the extent unapplied Excess Proceeds do not exceed $5 million or application of Excess Proceeds would result in the aggregate principal amount of Notes outstanding being greater than zero and less than $20 million, Net Cash Proceeds shall be either invested in Cash Equivalents or remitted to the applicable lender to pay down any Indebtedness outstanding under the Bank Revolving Credit Facility (which pay down may but need not result in a permanent reduction in the "Asset Sale Proceeds Measurement Date"revolving credit or other commitment relating thereto).

Limitation on Asset Sales. (a) The Company Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company Borrower or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed ofof (as determined in good faith by the Borrower's or the applicable Restricted Subsidiary's Board of Directors); (ii) not less than at least 80% of the consideration received by the Company Borrower or such applicable the Restricted Subsidiary, as the case may be, is from such Asset Sale shall be in the form of (A) cash or Cash Equivalents, or Equivalents (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of any liabilities (1as shown on the Borrower's or such Restricted Subsidiary's most recent balance sheet) of the Borrower or any Debt such Restricted Subsidiary (other than liabilities that are by their terms subordinated Debtto the Loans) of the Company or any such applicable Restricted Subsidiary that is actually are assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or of any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will assets shall be deemed to be cash for purposes of this clause (a)(ii)provision) and be received at the time of such disposition; and (iii) the Borrower shall apply, or cause such Restricted Subsidiary to apply, the Net Sale Proceeds relating to such Asset Sale within 365 days of receipt thereof either (A) to permanently repay (x) principal of loans, and/or unpaid drawings and respective letters of credit, outstanding under the Adience Credit Agreement and/or (y) other outstanding Indebtedness of Restricted Subsidiaries of the Borrower (and, in the case of any repayment pursuant to this clause (A) of outstandings pursuant to any revolving loan or similar commitment, so long as the respective revolving loan or similar commitment is permanently reduced by the amount of such repayment), (B) to make 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 by Borrower or its Restricted Subsidiaries in the businesses of the Borrower and its Restricted Subsidiaries as existing on the Closing Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of Borrower or of such Restricted Subsidiary determines not to apply the Net Sale Proceeds relating to such Asset Sale as set forth in clause (iii)(A), (iii)(B) or (iii)(C) of the next preceding sentence (a "Net Proceeds Trigger Date"), such aggregate amount of Net Sale Proceeds which have not been applied on or before such Net Proceeds Trigger Date as permitted in clause (iii)(A), (iii)(B) or (iii)(C) of the next preceding sentence (the "Net Proceeds Prepayment Amount") shall be applied by Borrower or such Restricted Subsidiary to prepay outstanding principal of the Loans on a date (the "Net Proceeds Payment Date") not more than 5 Business Days following the applicable Net Proceeds Trigger Date, with such prepayment being applied to all then outstanding Loans on a pro rata basis and shall include accrued interest thereon, if any, to the date of repayment; provided, however, that if at any time any non-cash consideration received by the Company Borrower or such any Restricted SubsidiarySubsidiary of Borrower, as the case may be, are appliedin connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), at then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the option Net Sale Proceeds thereof shall be applied in accordance with this covenant. The Borrower may defer the mandatory prepayment of the Company Loans until there is an aggregate unutilized Net Proceeds Prepayment Amount equal to or such Restricted Subsidiaryin excess of $5 million resulting from one or more Assets Sales (at which time, (A) the entire unutilized Net Proceeds Prepayment Amount, and not just the amount in excess of $5 million, shall be applied as required pursuant to prepaythis paragraph). Notwithstanding the immediately preceding paragraph, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties Borrower and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar will be permitted to or ancillary consummate an Asset Sale without complying with such paragraph to the business extent (i) at least 80% of the Company or its Restricted Subsidiaries as conducted at the time of consideration for such Asset SaleSale constitutes Replacement Assets and the reminder in cash or Cash Equivalents and (ii) such Asset Sale is for fair market value; provided that (1) such investment occurs or (2) the Company any consideration not constituting Replacement Assets received by Borrower or any such Restricted Subsidiary enters into contractual commitments to so apply such of its Subsidiaries in connection with any Asset Sale Proceeds, subject only permitted to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset be consummated under this paragraph shall constitute Net Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal subject to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% provisions of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")immediately preceding paragraph.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, consummate make an Asset Sale Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company's total consolidated assets as of that date, unless (i) the consideration received by the Company (or such applicable a Restricted Subsidiary, as the case may be) for such disposition consists of at least 70% cash; provided, receives consideration at -------- however, that for purposes of this provision (i), the time amount of such sale any liabilities ------- assumed by the transferee and any Notes or other disposition at least equal to the Fair Market Value of the assets sold or otherwise disposed of; (ii) not less than 80% of the consideration Obligations received by the Company or such applicable a Restricted Subsidiary, as the case may be, is in the form of (A) Subsidiary which are immediately converted into cash or Cash Equivalents, or (B) Replacement Assetsshall be deemed to be cash, and in each case set forth in subclauses (Aii) and (B) of this clause (a)(ii), is received at the time Company shall within 390 days after the date of such sale or other disposition; provided that sales, apply the Net Proceeds from such sale or sales in excess of an amount equal to 10% of the Company's total consolidated assets to (1A) any Debt a purchase of or an Investment in Additional Assets (other than subordinated Debtcash or cash equivalents), (B) repayments, redemptions or repurchases of Indebtedness of the Company which ranks pari passu with the Notes, and/or (C) make an offer to ---------- acquire all or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent part of the cash Notes (or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option Indebtedness of the Company or such Restricted Subsidiary, (Awhich is pari ---- passu with the Notes) at a purchase price equal to prepay, repay or the principal amount thereof ----- plus accrued and unpaid interest thereon to the purchase indebtedness under date. In the Credit Facilities or any other secured Debt of event the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) shall be required to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar offer to or ancillary redeem Notes pursuant to the business provisions of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000this Section 6.05, the Company shall apply an amount equal deliver to the Available Trustee an Officers' Certificate specifying the Asset Sale Proceeds Offer Amount (as defined below) and the proposed date of purchase of the Notes by the Company (the "Asset Sale Purchase Date"). Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company's name and at its expense) an offer to repurchase redeem (the Notes (and, at its option, "Asset Sale Offer") to an offer to repurchase other equal and ratable Debt), at a purchase each Holder of Notes. The redemption price in cash equal to shall be 100% of the principal amount thereof of the Notes plus accrued and unpaid interest, if any, interest to the purchase redemption date (an "Excess Proceeds Offer")and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. If an Excess Proceeds The Asset Sale Offer is not fully subscribed, to be and shall be mailed by the Company may retain and use for general corporate purposes or the portion (any such portion, a "Deficiency") Trustee to the Holders of the Available Notes at their last registered address. The Asset Sale Proceeds not required Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to repurchase Notesenable such Holders to tender Notes pursuant to the Asset Sale Offer. Upon completion The Notice, which shall govern the terms of any Excess Proceeds the Asset Sale Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date").state:

Limitation on Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, consummate an any Asset Sale unless (i) the Company or such applicable Restricted Subsidiary, as the case may be, receives its Subsidiaries receive consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of; (ii) not less than 80% included in such Asset Sale, provided the aggregate Fair Market Value of the consideration received from an Asset Sale that is not in the form of cash or Cash Equivalents shall not, when aggregated with the Fair Market Value of all other non-cash or consideration received by the Company and its Subsidiaries from all previous Asset Sales since the Issue Date that has not, prior to such date, been converted into cash or Cash Equivalents, exceed 5% of the Consolidated Tangible Assets of the Company at the time of such Asset Sale under consideration; and provided, further, that with respect to any Asset Sale to Affiliates the Company shall receive consideration consisting of not less than 75% cash or Cash Equivalents and (ii) the Company delivers to the Trustee an Officers’ Certificate certifying that such Asset Sale complies with clause (i). The amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Company or such applicable Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company or such Subsidiary, as the case may be, is in unconditionally released by the form holder of (A) such Indebtedness, shall be deemed to be cash or Cash Equivalents, or Equivalents for purposes of clause (B) Replacement Assets, and in each case set forth in subclauses (Aii) and (B) shall also be deemed to constitute a repayment of this clause (a)(ii)and a permanent reduction in, is received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) such Indebtedness for purposes of the Company or following paragraph (b). If at any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) time any securities non-cash consideration received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted SubsidiaryCompany, as the case may be, are appliedin connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), at then the option date of such conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.16. A transfer of assets by the Company to a Subsidiary or by a Subsidiary to the Company or to a Subsidiary will not be deemed to be an Asset Sale and a transfer of assets that constitutes a Restricted Investment and that is permitted under Section 4.03 will not be deemed to be an Asset Sale. 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 Section 5.01 the successor corporation shall be deemed to have sold the properties and assets 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 sold shall be deemed to be Net Available Proceeds for purposes of this covenant. If the Company or any Subsidiary engages in an Asset Sale, the Company or such Restricted SubsidiarySubsidiary may either, no later than 360 days after such Asset Sale, (Ai) apply all or any of the Net Available Proceeds therefrom to prepay, repay or purchase indebtedness amounts outstanding under the Revolving Credit Facilities Facility or any other secured Debt Indebtedness (other than Subordinated Indebtedness) of the Company or any Subsidiary; provided, in each case, that the related loan commitment (if any) is thereby permanently reduced by the amount of such Restricted Subsidiary or the Other Senior Notes; Indebtedness so repaid or (Bii) to an investment invest all or any part of the Net Available Proceeds thereof in properties and assets that are replace the properties or assets that were the subject of such Asset Sale or in other properties or assets that will be used or are useful in the business of the Company or and its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at it existed on the time Issue Date. The amount of such Asset Sale; Net Available Proceeds not applied or invested as provided that (1) such investment occurs in this paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed exceeds $15,000,00010.0 million, the Company shall apply an amount equal will be required to the Available Asset Sale Proceeds to make an offer to repurchase purchase, from all Holders of the Senior Notes, an aggregate principal amount of Senior Notes (and, at its option, equal to such Excess Proceeds as follows: The Company will make an offer to repurchase other equal and ratable Debt), at purchase (a purchase price “Net Proceeds Offer”) from all Holders of the Securities the maximum principal amount (expressed as a multiple of $1,000) of Securities that may be purchased out of the amount (the “Payment Amount”) of such Excess Proceeds. The offer prices for the Securities will be payable in cash in an amount equal to 100% of the principal amount thereof of the Securities tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interestinterest and Liquidated Damages, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess such Net Proceeds Offer is not fully subscribedconsummated (the “Offered Price”). To the extent that the aggregated Offered Price of Securities tendered pursuant to a Net Proceeds Offer is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Company may retain and use such Net Proceeds Deficiency, or a portion thereof, for general corporate purposes purposes, subject to the portion (any such portionlimitations of Section 4.03. If the aggregate Offered Price of Securities validly tendered and not withdrawn by Holders thereof exceeds the Payment Amount, Securities to be purchased will be selected on a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notespro rata basis. Upon completion of any Excess such Net Proceeds Offer, the amount of Available Excess Proceeds remaining shall be zero. The Company will not permit any Subsidiary to enter into or suffer to exist any agreement that would place any restriction of any kind (other than pursuant to law or regulation) on the ability of the Company to make a Net Proceeds Offer following any Asset Sale. The Company will comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, if applicable, in the event that an Asset Sale Proceeds shall be reset occurs and the Company is required to zero; provided that the amount of the 25% Available Asset Sale Proceeds (purchase Senior Notes as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")described above.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unless unless: (i) the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value (as evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets or other property sold or otherwise disposed ofof in the Asset Sale; and (ii) not less than 80at least 75% of such consideration consists of either cash or Cash Equivalents (other than in the consideration case of an Asset Sale consummated prior to the 180th day following the Issue Date of all or substantially all of the Capital Stock or assets of Wychem Limited, an English company indirectly wholly-owned by the Company); provided, however, that for purposes of this covenant, "cash" shall include (x) the amount of any Indebtedness (other than any Indebtedness that is by its terms subordinated to the Notes and/or the Guarantees and/or the Company Guarantee), accounts payable and accrued expenses of the Company or such Restricted Subsidiary that is assumed by the transferee of any such assets or other property in such Asset Sale (and excluding any liabilities that are incurred in connection with or in anticipation of such Asset Sale), but only to the extent that such assumption of Indebtedness is effected on a basis such that there is no further recourse to the Company or any of the Restricted Subsidiaries with respect to such liabilities (other than customary indemnifications to the transferee and its Affiliates) and (y) any notes, obligations or securities received by the Company or such applicable Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary from such transferee that is actually assumed by the transferee in such Asset Sale are due and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received payable within 60 days by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date").

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the Fair Market Value of the assets sold or otherwise disposed of; (ii) not less than 80% of the consideration received by the Company or such applicable Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided PROVIDED that the amount of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided PROVIDED that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds OfferEXCESS PROCEEDS OFFER"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "DeficiencyDEFICIENCY") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided PROVIDED that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement DateASSET SALE PROCEEDS MEASUREMENT DATE").

Limitation on Asset Sales. (a) The Company Borrower will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, consummate cause, make or suffer to exist an Asset Sale Sale, unless (ix) the Company Borrower or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of; of and (iiy) not less than 80except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company Borrower or such applicable Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1a) any Debt liabilities (as shown on the Borrower's, or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Borrower or any Restricted Subsidiary (other than liabilities that are by their terms subordinated Debt) of to the Company or any such applicable Restricted Subsidiary Loans), that is actually are assumed by the transferee in of any such Asset Sale assets and from for which the Company Borrower and its all Restricted Subsidiaries are fully and unconditionally have been validly released and by all creditors in writing and, (2b) any securities received by the Company Borrower or any such applicable Restricted Subsidiary which from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash received) within 180 days following the closing of such Asset Sale (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value) and/or (c) any Designated Noncash Consideration received by the Borrower or Cash Equivalents receivedany Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (A) $100.0 million and (B) 8.0% of the Total Assets at the time of receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), will shall be deemed to be cash for purposes of this clause (a)(ii); provision and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any no other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")purpose.

Limitation on Asset Sales. (a) The Company will Issuer shall not, and will shall not cause permit any Restricted Subsidiary to, consummate any Asset Sale, unless (1) the consideration received by the Issuer or permit such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of, (2) at least 75% of the consideration received consists of (a) cash or Temporary Cash Investments, (b) the assumption of unsubordinated Indebtedness of the Issuer or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary (in each case, other than Indebtedness owed to the Issuer or any Affiliate of the Issuer), provided that the Issuer, such Subsidiary Guarantor or such other Restricted Subsidiary is irrevocably and unconditionally released from all liability under such Indebtedness, or (c) Replacement Assets, and (3) in the event of a Primary Collateral Asset Sale, the Net Cash Proceeds corresponding to the Primary Collateral sold shall be paid directly to the Collateral Agent for deposit into the Collateral Account which shall become part of the Primary Collateral and be subject to the Primary Collateral Lien in favor of the Holders. For the purposes of this provision, any securities, notes or other obligations received by the Issuer or any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) from the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the Fair Market Value of the assets sold or otherwise disposed of; (ii) not less than 80% of the consideration received transferee that are converted by the Company or such applicable Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company Issuer or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and of its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Temporary Cash Equivalents Investments within ten Business Days 180 days of such Asset Sale (their receipt by the Issuer or any of its Restricted Subsidiaries shall be deemed to be cash, but only to the extent of the cash or Temporary Cash Equivalents Investments received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date").

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company's Board of Directors), (ii) not less than 80at least 75% of the consideration received by the Company or the Restricted Subsidiary (excluding liabilities that are not subordinated to the Securities that have been assumed by a transferee of such assets to the extent that the applicable agreement releases or indemnifies the Company or such Restricted Subsidiary from such liabilities), as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition or securities which are converted into cash or Cash Equivalents within 60 days; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either (A) to prepay any Senior Indebtedness and, in the case of any Senior Indebtedness under any revolving credit facility, including the Bank Facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make an investment in or acquire 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 (including acquisitions of other businesses) in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary, as the case may be, is in determines not to apply the form of (A) cash or Net Cash Equivalents, or (B) Replacement Assets, and in each case Proceeds relating to such Asset Sale as set forth in subclauses clauses (Aiii)(A), (iii)(B) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debtiii)(C) of the Company next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or any before such applicable Restricted Subsidiary that is actually assumed by the transferee Net Proceeds Offer Trigger Date as permitted in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released clauses (iii)(A), (iii)(B) and (2iii)(C) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents receivednext preceding sentence (each a "Net Proceeds Offer Amount"), will shall be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received applied by the Company or such Restricted Subsidiary, as the case may be, are applied, at to make an offer to purchase (the option of "Net Proceeds Offer") on a date (the Company or such Restricted Subsidiary, (A"Net Proceeds Offer Payment Date") to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other not less than the obtaining of financing), in each case, within 365 30 nor more than 45 days following the receipt applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount Securities issued under this --- ---- Indenture equal to the Available Asset Sale Net Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), Offer Amount at a purchase price in cash equal to 100% of the principal amount thereof of the Securities to be purchased, plus accrued and unpaid interestinterest thereon, if any, to the purchase date of purchase; provided, however, that if at -------- ------- any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an "Excess Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 5.16. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph); provided, that in no event will the net -------- cash proceeds from an Asset Sale be subject to more than one Net Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date").

Limitation on Asset Sales. (a) The Neither the Company will not, and will not cause or permit nor any of its Restricted Subsidiaries to, will consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by management of the Company or, if such Asset Sale involves consideration in excess of $5,000,000, by the board of directors of the Company, as evidenced by a board resolution), (ii) not less than 80at least 75% of the consideration received by the Company or such applicable Restricted Subsidiary, as the case may be, from such Asset Sale is in the form of (A) cash or Cash EquivalentsEquivalents (other than in the case where the Company is exchanging all or substantially all the assets of one or more broadcast businesses operated by the Company (including by way of the transfer of capital stock) for all or substantially all the assets (including by way of the transfer of capital stock) constituting one or more broadcast businesses operated by another Person, in which event the foregoing requirement with respect to the receipt of cash or (B) Replacement Assets, and in each case set forth in subclauses (ACash Equivalents shall not apply) and (B) of this clause (a)(ii), is received at the time of such sale disposition and (iii) upon the consummation of an Asset Sale, the Company applies, or other disposition; provided that the amount causes such Subsidiary to apply, such Net Cash Proceeds within 180 days of receipt thereof, either (1A) to repay any Senior Debt (other than subordinated Debt) of the Company or any such applicable Restricted Indebtedness of a Subsidiary that is actually assumed by the transferee in such Asset Sale and from which of the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (and, to the extent of such Senior Debt relates to principal under a revolving credit or similar facility, to obtain a corresponding reduction in the cash or Cash Equivalents receivedcommitments thereunder), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment reinvest, or to be contractually committed to reinvest pursuant to a binding agreement, in properties and assets that are used or are useful Productive Assets and, in the business latter case, to have so reinvested within 360 days of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business date of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; Net Cash Proceeds or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, to purchase Securities tendered to the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), for purchase at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interestinterest thereon, if any, to the date of purchase date pursuant to an offer to purchase made by the Company as set forth below (an a "Excess Net Proceeds Offer"); provided, however, that the Company may defer making a Net Proceeds Offer until the aggregate Net Cash Proceeds from Asset Sales not otherwise applied in accordance with this Section 4.15 equal or exceed $5,000,000. If Offer will be mailed, by first class mail, to holders of Securities not more than 180 days after the relevant Asset Sale or, in the event the Company or a Subsidiary has entered into a binding agreement as provided in subsection (a)(iii)(B) above, within 180 days following the termination of such agreement but in no event later than 360 days after the relevant Asset Sale. Such notice will specify, among other things, the purchase date (which will be no earlier than 30 days nor later than 45 days from the date such notice is mailed, except as otherwise required by law) and will otherwise comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, holders of Securities may elect to tender their Securities in whole or in part in integral multiples of $1,000. To the extent holders properly tender Securities in an Excess amount exceeding the Net Proceeds Offer, Securities of tendering holders will be repurchased on a pro rata basis (based upon the principal amount tendered). To the extent that the aggregate principal amount of Securities tendered pursuant to any Net Proceeds Offer is not fully subscribedless than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may retain and use for general corporate purposes the any remaining portion (any of such portion, a "Deficiency") of the Available Asset Sale Net Cash Proceeds not required to fund the repurchase Notesof tendered Securities for any purposes otherwise permitted by this Indenture. Upon completion the consummation of any Excess Net Proceeds Offer, the amount of Available Net Cash Proceeds subject to any future Net Proceeds Offer from the Asset Sale Sales giving rise to such Net Cash Proceeds shall be reset deemed to be zero; provided that . The Company will comply with the amount requirements of Rule 14e-1 under the 25% Available Asset Sale Exchange Act to the extent applicable in connection with the repurchase of Securities pursuant to a Net Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")Offer.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, consummate an any Asset Sale unless (i) the Company or such applicable the Restricted Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets and properties sold or otherwise disposed of pursuant to the Asset Sale (as determined by the Board of Directors, whose determination in good faith shall be conclusive and evidenced by a Board Resolution), (ii) at least 80% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, in respect of the Asset Sale consists of cash or Cash Equivalents and (iii) the Company delivers to the Trustee an Officers' Certificate certifying that the Asset Sale complies with clauses (i) and (ii) of this sentence. The amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Company or any Restricted Subsidiary that is expressly assumed by the transferee in an Asset Sale and with respect to which the Company or the Restricted Subsidiary, as the case may be, is unconditionally released by the holder of that Indebtedness shall be deemed (i) to be cash or Cash Equivalents for purposes of clause (ii) of the preceding sentence and (ii) to constitute a repayment of, and a permanent reduction in, the amount of that Indebtedness for purposes of the following paragraph. If at any time any non-cash consideration received by the Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such sale non-cash consideration) or Cash Equivalents, then such conversion or disposition shall constitute an Asset Sale and the Net Available Proceeds therefrom shall be applied in accordance with this covenant. A transfer of assets by the Company to a Wholly Owned Restricted Subsidiary or by a Restricted Subsidiary to the Company or to a Wholly Owned Restricted Subsidiary will not constitute an Asset Sale, and a transfer of assets that constitutes a Restricted Investment and that is permitted under Section 10.10 will not constitute an Asset Sale. If the Company or any Restricted Subsidiary consummates an Asset Sale, the Company or that Restricted Subsidiary, as the case may be, may either, no later than 365 days after that Asset Sale, (i) apply all or any of the Net Available Proceeds therefrom to repay Indebtedness (other disposition than Subordinated Indebtedness) of the Company or any Restricted Subsidiary, PROVIDED, in each case, that the related loan commitment (if any) is thereby permanently reduced by the amount of the Indebtedness so repaid or (ii) invest all or any part of the Net Available Proceeds therefrom in Properties that replace the Properties that were the subject of the Asset Sale or in other Properties that are being, or will be, used in the business of the Company and the Restricted Subsidiaries. The amount of the Net Available Proceeds not applied or invested as provided in this paragraph shall constitute "Excess Proceeds." Pending application of such Net Available Proceeds pursuant to this paragraph, the Company or such Restricted Subsidiary may invest such Net Available Proceeds in Cash Equivalents or may apply such Net Available Proceeds to temporarily reduce amounts outstanding under the Working Capital Agreement. If substantially all (but not all) the property and assets of the Company and its Restricted Subsidiaries are transferred as an entirety to a Person in a transaction permitted under Article VIII and the Company or a Restricted Subsidiary receives cash or Cash Equivalents in such transaction, then the successor entity will be deemed to have sold the properties and assets of the Company and its Subsidiaries not so transferred for purposes of this covenant and cash at least equal to the Fair Market Value of the assets sold or otherwise disposed of; (ii) not less than 80% of the consideration received by the Company or such applicable Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) sold must be applied in accordance with the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")preceding paragraph.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, consummate make an Asset Sale Disposition, other than for fair market value and in the ordinary course of business, with an aggregate net book value as of the end of the immediately preceding fiscal quarter greater than 10% of the Company's total consolidated assets as of that date, unless (i) the consideration received by the Company (or such applicable a Restricted Subsidiary, as the case may be) for such disposition consists of at least 70% cash; provided, receives consideration at -------- however, that for purposes of this provision (i), the time amount of such sale any liabilities ------- assumed by the transferee and any Notes or other disposition at least equal to the Fair Market Value of the assets sold or otherwise disposed of; (ii) not less than 80% of the consideration Obligations received by the Company or such applicable a Restricted Subsidiary, as the case may be, is in the form of (A) Subsidiary which are immediately converted into cash or Cash Equivalents, or (B) Replacement Assetsshall be deemed to be cash, and in each case set forth in subclauses (Aii) and (B) of this clause (a)(ii), is received at the time Company shall within 390 days after the date of such sale or other disposition; provided that sales, apply the amount Net Proceeds from such sale or sales in excess of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to 10% of the Available Asset Sale Proceeds Company's total consolidated assets to (A) a purchase of or an Investment in Additional Assets (other than cash or cash equivalents), (B) repayment, redemptions or repurchases of Senior Indebtedness of the Company (or, if any Restricted Subsidiary guarantees payment of the Notes pursuant to Section 6.11 hereof, Indebtedness of such Restricted Subsidiary senior to such guarantee) or of Indebtedness of the Company which is pari passu ---- ----- with the Notes (or, if any Restricted Subsidiary guarantees payment of the Notes pursuant to Section 6.11 hereof, Indebtedness of such Restricted Subsidiary which ranks equally with such guarantee), and/or (C) make an offer to repurchase acquire all or part of the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), or Indebtedness of the Company which is pari passu ---- ----- with the Notes) at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, interest thereon to the purchase date (an "Excess Proceeds Offer")date. If an Excess Proceeds Offer is not fully subscribedIn the event the Company shall be required to offer to redeem Notes pursuant to the provisions of this Section 6.05, the Company may retain and use for general corporate purposes shall deliver to the portion (any such portion, a "Deficiency") of Trustee an Officers' Certificate specifying the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds Offer Amount (as defined below) shall constitute Available Asset Sale Proceeds for purposes and the proposed date of purchase of the first Excess Proceeds Offer that is made after August 14, 2006 Notes by the Company (the "Asset Sale Proceeds Measurement Purchase Date").. Not less than 30 days nor more than 60 days prior to the Asset Sale Purchase Date, the Company shall mail or cause the Trustee to mail (in the Company's name and at its expense) an offer to redeem (the "Asset Sale Offer") to each Holder of Notes. The redemption price shall be 100% of the principal amount of the Notes plus accrued interest to the redemption date and upon surrender to the Trustee or the Paying Agent, the Holders of such Notes shall be paid the redemption price. The Asset Sale Offer is to be and shall be mailed by the Company or the Trustee to the Holders of the Notes at their last registered address. The Asset Sale Offer shall remain open from the time of mailing until 5 days before the Asset Sale Purchase Date. The Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Notice, which shall govern the terms of the Asset Sale Offer, shall state:

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale unless (i) the Company or such applicable the Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of as determined by the good-faith judgment of the Board of Directors evidenced by a Board Resolution and (ii) not less than 80at least 85% of the consideration received by for such sale or other disposition consists of cash or cash equivalents or the assumption of unsubordinated Indebtedness. The Company shall, or shall cause the relevant Restricted Subsidiary to, within 270 days after the date of receipt of the Net Cash Proceeds from an Asset Sale (A), (i) apply an amount equal to such Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or such applicable Indebtedness of any Restricted Subsidiary, as in each case owing to a Person other than the case may be, is in the form Company or any of (A) cash or Cash Equivalents, its Restricted Subsidiaries or (B) Replacement Assetsinvest an equal amount, and in each case set forth in subclauses or the amount not so applied pursuant to clause (A) in property or assets of a nature or type or that are used in a business (or in a company having property and (Bassets of a nature or type, or engaged in a business) of this clause (a)(ii), is received at similar or related to the time of such sale nature or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) type of the Company property and assets of, or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which business of, the Company and its Restricted Subsidiaries are fully existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and unconditionally released evidenced by a Board Resolution) and (2ii) any securities received by apply (no later than the Company or any end of the 270-day period referred to above) such applicable Restricted Subsidiary which are converted into cash or excess Net Cash Equivalents within ten Business Days of such Asset Sale Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraphs of this Section 1017. The amount of such Net Cash Proceeds required to be applied (or to be committed to be applied) during such 270-day period as set forth in clause (i) of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); preceding sentence and (iii) the Asset Sale Proceeds received not applied as so required by the Company or end of such Restricted Subsidiaryperiod shall constitute "Excess Proceeds." If, as the case may be, are applied, at the option of the Company or such Restricted Subsidiaryfirst day of any calendar month, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt aggregate amount of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) Excess Proceeds not theretofore subject to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries Excess Proceeds Offer (as conducted defined below) totals at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed least $15,000,00010.0 million, the Company shall apply must, not later than the thirtieth Business Day thereafter, make an offer (an "Excess Proceeds Offer") to purchase from the holders on a pro rata basis an aggregate principal amount of Notes equal to the Available Asset Sale Excess Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt)on such date, at a purchase price in cash equal to 100% of the principal amount thereof plus of the Notes, plus, in each case, accrued and unpaid interest, if any, interest to the date of purchase date (an the "Excess Proceeds OfferPayment"). If The Company shall commence an Excess Proceeds Offer by mailing a notice to the Trustee and each holder stating: (i) that the Excess Proceeds Offer is being made pursuant to this Section 1017 and that all Notes validly tendered will be accepted for payment on a pro rata basis; (ii) the purchase price and the date of purchase (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the "Excess Proceeds Payment Date"); (iii) that any Note not fully subscribedtendered will continue to accrue interest pursuant to its terms; (iv) that, unless the Company defaults in the payment of the Excess Proceeds Payment, any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Excess Proceeds Payment Date; (v) that holders electing to have a Note purchased pursuant to the Excess Proceeds Offer will be required to surrender the Note, together with the form entitled "Option of the Holder to Elect Purchase" on the reverse side of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Excess Proceeds Payment Date; (vi) that holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Excess Proceeds Payment Date, a telegram, facsimile transmission or letter setting forth the name of such holder, the principal amount of Notes delivered for purchase and a statement that such holder is withdrawing his election to have such Notes purchased; and (vii) that holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased -------- and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. On the Excess Proceeds Payment Date, the Company may retain shall (i) accept for payment on a pro rata basis Notes or portions thereof tendered pursuant to the Excess Proceeds Offer; (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and use (iii) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers' Certificate specifying the Notes or portions thereof accepted for general corporate purposes payment by the Company. The Paying Agent shall promptly mail to the holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall upon Company Order promptly authenticate and mail to such holders a new Note equal in principal amount to any unpurchased portion (any such portion, a "Deficiency") of the Available Asset Sale Note surrendered; provided that each Note -------- purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. The Company will publicly announce the results of the Excess Proceeds not Offer as soon as practicable after the Excess Proceeds Payment Date. For purposes of this Section 1017, the Trustee shall act as the Paying Agent. The Company will 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 such Excess Proceeds are received by the Company under this Section 1017 and the Company is required to repurchase Notes as described above. SECTION 1018. Limitation on Issuances of Guarantees of Indebtedness ----------------------------------------------------- by Restricted Subsidiaries. -------------------------- The Company will not permit any Restricted Subsidiary, directly or indirectly, to guarantee, assume or in any other manner become liable with respect to any Indebtedness of the Company, other than Indebtedness under Credit Facilities incurred under clauses (i) and (ix) in paragraph (b) of Section 1011, unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Guarantee of the Notes on terms substantially similar to the guarantee of such Indebtedness, except that if such Indebtedness is by its express terms subordinated in right of payment to the Notes. Upon completion , any such assumption, Guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's assumption, Guarantee of other liability with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes and (ii) such Restricted Subsidiary waives, and will not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any Excess Proceeds Offerpayment by such Restricted Subsidiary under its Guarantee. Notwithstanding the foregoing, the amount of Available Asset Sale Proceeds shall any Guarantee by a Restricted Subsidiary may provide by its terms that it will be reset automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to zero; provided that the amount any Person not an Affiliate of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes Company, of all of the first Excess Proceeds Offer that Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary (which sale, exchange or transfer is made after August 14not prohibited by the Indenture) or (ii) the release or discharge of the guarantee which resulted in the creation of such Guarantee, 2006 (the "Asset Sale Proceeds Measurement Date")except a discharge or release by or as a result of payment under such guarantee.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, consummate an directly or indirectly, make any Asset Sale Sale, unless (ix) the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of; of and (iiy) not less than 80at least 85% of the such consideration received by the Company or such applicable Restricted Subsidiary, as the case may be, is in the form consists of (Ai) cash or Cash Equivalents, (ii) Replacement Assets or (Biii) Replacement Assets, and in each case set forth in subclauses (A) and (B) any combination of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the foregoing. The amount of (1) any Debt Indebtedness (other than subordinated Debtany Subordinated Indebtedness) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its the Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will shall be deemed to be cash for purposes of this clause (a)(ii); and (iii) determining the Asset Sale Proceeds percentage of cash consideration received by the Company or such Restricted Subsidiary, as the case may be, . Any Net Cash Proceeds from any Asset Sale that are applied, at the option not (x) invested in Replacement Assets or (y) used to reduce Indebtedness under Credit Facilities (with a permanent concomitant reduction of commitments thereunder) within 270 days of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt consummation of such Asset Sale shall constitute "Excess Proceeds; " subject to disposition as provided below. Within 30 days after the aggregate amount of Excess Proceeds equals or (C) if on such 365th day the Available Asset Sale Proceeds exceed exceeds $15,000,00010.0 million, the Company shall apply make an Offer to Purchase, from all Holders, that aggregate principal amount equal to of Notes as can be purchased with the Available Asset Sale Note Portion of Excess Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest, if any, to any purchase date. To the purchase date (extent that the aggregate amount of principal and accrued interest of Notes validly tendered and not withdrawn pursuant to an "Offer to Purchase is less than the Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribedProceeds, the Company may retain and use such surplus for general corporate purposes purposes. If the portion (any such portionaggregate amount of principal and accrued interest of Notes validly tendered and not withdrawn by Holders thereof exceeds the amount of Notes that can be purchased with the Note Portion of Excess Proceeds, a "Deficiency") Notes to be purchased will be selected pro rata based on the aggregate principal amount of the Available Asset Sale Proceeds not required to repurchase NotesNotes tendered by each Holder. Upon completion of any Excess Proceeds Offeran Offer to Purchase, the amount of Available Excess Proceeds with respect to the applicable Asset Sale Proceeds shall be reset to zero; provided . In the event that any other Indebtedness of the Company that ranks pari passu with the Notes (the "Other Debt") requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Excess Proceeds otherwise required to be applied to an Offer to Purchase to offer to purchase such Other Debt and to an Offer to Purchase so long as the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first such Excess Proceeds applied to purchase the Notes is not less than the Note Portion of Excess Proceeds. With respect to any Excess Proceeds, the Company shall make the Offer that to Purchase in respect thereof at the same time as the analogous offer to purchase is made after August 14, 2006 (pursuant to any Other Debt and the "Asset Sale Proceeds Measurement Date")Purchase Date in respect thereof shall be the same as the purchase date in respect thereof pursuant to any Other Debt.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, consummate an any Asset Sale Sale, unless (i) the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the Fair Market Value of the assets sold or otherwise disposed of; (ii) not less than 80% of the consideration received by the Company or such applicable Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 85% of the consideration received consists of cash or Temporary Cash Investments. In the event and to the extent that the Net Cash Proceeds received by the Company or its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Issue Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its Subsidiaries has been prepared), then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within six months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company, or Indebtedness of any Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within six months after the date of such agreement), in property or assets of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment (as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no later than the end of the six-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.10. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such six-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.10 totals at least $10,000,000, the Company must commence, not later than the 15th Business Day after the first day of such month, and consummate an Offer to Purchase from the Holders and from the holders of the Deferred Interest Notes on a pro rata basis an aggregate principal amount of Securities and Deferred Interest Notes equal to the Excess Proceeds on such date of purchase, at a purchase price equal to 101% of the principal amount of such Securities or the principal amount of the Deferred Interest Notes on such date of purchase, plus accrued and unpaid interest (if any) on such principal amount of Securities or of Deferred Interest Notes, as the case may be, is to such date of purchase; provided, however, that no Offer to Purchase shall be required to be commenced with respect to the Securities or the Deferred Interest Notes until the Business Day following the payment date with respect to the Offer to Purchase any 1997 Notes and need not be commenced if the Excess Proceeds remaining after application thereof to the 1997 Notes purchased in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other dispositionOffer to Purchase applicable thereto are less than $10,000,000; provided further, however, that the amount of (1) any Debt (other than subordinated Debt) of the Company no Securities or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will Deferred Interest Notes may be deemed to be cash for purposes of purchased under this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, Section 4.10 unless the Company shall apply an amount equal have purchased all 1997 Notes tendered pursuant to the Available Asset Sale Proceeds such Offer to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")Purchase applicable thereto.

Limitation on Asset Sales. (a) The Company will notnot engage in, and will not cause or permit any of its Restricted Subsidiaries toSubsidiary to engage in, consummate an any Asset Sale unless (a) except in the case of (i) an Asset Sale resulting from the requisition of title to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss or (ii) a Bargain Purchase Contract, the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value of the assets sold Property subject to such Asset Sale; (b) except in the case of an Asset Sale described in subclauses (i) or otherwise disposed of; (ii) not less than 80of clause (a), at least 75% of such consideration consists of Cash Proceeds or the consideration received by assumption of Indebtedness (other than Subordinated Indebtedness) of the Company or such applicable Restricted Subsidiary relating to the Property that was the subject of such Asset Sale and the release of the Company or such Subsidiary from Indebtedness); (c) after giving effect to such Asset Sale, the total non-cash consideration held by the Company from all such Asset Sales does not exceed $10 million, and (d) the Company delivers to the Trustee an Officers' Certificate, which Officers' Certificate shall be conclusive, certifying that such Asset Sale complies with clauses (a), (b) and (c); PROVIDED, HOWEVER, that the requirements set forth in clause (b) and (c) shall not apply to an Asset Sale in which the Company exchanges assets for assets that constitute Replacement Assets. The Company or such Subsidiary, as the case may be, is in may apply the form Net Available Proceeds from each Asset Sale (x) to the acquisition of (A) cash one or Cash Equivalentsmore Replacement Assets, or (By) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale to repurchase or other disposition; provided that the amount of (1) any repay Senior Debt (other than subordinated Debt) of Indebtedness owed to the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent an affiliate of the cash Company) (with a permanent reduction of availability in the case of revolving credit borrowings); PROVIDED, HOWEVER, that such acquisition or Cash Equivalents received), such repurchase or repayment shall be made within 365 days after the consummation of the relevant Asset Sale. The following amounts will be deemed to be cash for purposes of this clause provision: (a)(iii) any liabilities of the Company or any Subsidiary (as shown on the Company's or such Subsidiary's most recent balance sheet or in the notes thereto); , other than liabilities that by their terms are subordinated to the Notes or the applicable Subsidiary Guarantee that are assumed by the transferee of any such assets as a result of which the Company and its subsidiaries are no longer obligated with respect to such liabilities and (iiiii) the Asset Sale Proceeds any Indebtedness or other obligations received by the Company or any such Restricted Subsidiary, as the case may be, Subsidiary from such transferee that are applied, at the option of converted by the Company or such Restricted Subsidiary, Subsidiary into cash (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt extent of the Company or such Restricted Subsidiary or the Other Senior Notes; or (Bcash received) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time within 120 days of such Asset Sale; provided that (1) such investment occurs or (2) the Company or . Any Net Available Proceeds from any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only that are not used to customary conditions (other than the obtaining of financing), in each case, acquire Replacement Assets or to repurchase or repay Senior Debt within 365 days following after consummation of the receipt of such relevant Asset Sale constitute "Excess Proceeds; or (C) if on such 365th day ." When the Available Asset Sale aggregate amount of Excess Proceeds exceed exceeds $15,000,00010 million, the Company shall apply an amount equal to shall, or at any time after receipt of Excess Proceeds, the Available Asset Sale Proceeds to an offer to repurchase the Notes (andCompany may, at its option, make a pro rata offer to all holders of Notes and other Indebtedness (excluding the Senior Notes due 2007; PROVIDED that the Company may make an offer to repurchase purchase such notes in accordance with their terms) that ranks by its terms equally in right of payment with the Notes and the terms of which contain substantially similar requirements with respect to the application of net proceeds from asset sales as are contained in the Indenture (an "Asset Sale Offer") to purchase on a pro rata basis the maximum principal amount of the Notes and other equal and ratable Debt)such Indebtedness in integral multiples of $1,000 that may be purchased out of the Excess Proceeds, at a purchase price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribeddate, in accordance with the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notesprocedures set forth in this Indenture. Upon completion of any Excess Proceeds such Asset Sale Offer, the amount of Available Asset Sale Excess Proceeds shall be reset to zero; provided that zero and the Company may use any remaining amount of for general corporate purposes. Within five business days after the 25% Available Company is obligated to make an Asset Sale Proceeds (Offer, the Company will send a written notice to holders of Notes, accompanied by such information as defined below) shall constitute Available the Company in good faith believes will enable holders to make an informed decision with respect to the Asset Sale Proceeds for purposes Offer. The Company will comply with any applicable tender offer rules (including, without limitation, any applicable requirements of Rule 14e-1 under the first Excess Proceeds Offer Exchange Act) in the event that is made after August 14, 2006 (the "an Asset Sale Proceeds Measurement Date")Offer is required under the circumstances described herein.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its the Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company's Board of Directors), (ii) not less than at least 80% of the consideration received by the Company or such applicable the Restricted Subsidiary, as the case may be, is from such Asset Sale shall be in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, Equivalents and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided PROVIDED, HOWEVER, that the amount of (1A) any Debt liabilities (other than subordinated Debt) as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or the notes thereto), of the Company or any such applicable Restricted Subsidiary (other than liabilities that is actually are by their terms subordinated to the Notes) that are assumed by the transferee in such Asset Sale and from which the Company and its or such Restricted Subsidiaries are fully and unconditionally Subsidiary is released and (2B) any securities notes or other obligations received by the Company or any such applicable Restricted Subsidiary which from such transferee that are immediately converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will shall be deemed to be cash for the purposes of this clause (a)(ii)provision; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 360 days of receipt thereof either (A) to prepay any Indebtedness ranking at least PARI PASSU with the Notes (including amounts under the Credit Facility) and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to make 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 the business of the Company and the Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"), or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 45 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a PRO RATA basis, that amount of Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; PROVIDED, HOWEVER, that if at any time any non-cash consideration received by the Company or such any Restricted Subsidiary, as the case may be, are appliedin connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.15. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5 million resulting from one or more Asset Sales (at which time, the option entire unutilized Net Proceeds Offer Amount, not just the amount in excess of $5 million, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Company and the Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01, the successor corporation shall be deemed to have sold the properties and assets of the Company and the Restricted 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 the Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. Notwithstanding the two immediately preceding paragraphs, the Company and the Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such Restricted Subsidiary, paragraphs to the extent (Ai) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt at least 80% of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of consideration for such Asset Sale; provided that Sale constitutes Replacement Assets and (1ii) such investment occurs or (2) Asset Sale is for fair market value; PROVIDED that any consideration not constituting Replacement Assets received by the Company or any such of the Restricted Subsidiary enters into contractual commitments to so apply such Subsidiaries in connection with any Asset Sale Proceeds, permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject only to customary conditions (other than the obtaining provisions of financing), in each case, the two preceding paragraphs. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 365 30 days following the receipt Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of such Asset Sale Proceeds; the Net Proceeds Offer, Holders may elect to tender their Notes in whole or (C) if on such 365th day in part in integral multiples of $1,000 in exchange for cash. To the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply extent Holders properly tender Notes in an amount equal to exceeding the Available Asset Sale Net Proceeds to an offer to repurchase the Offer Amount, Notes of tendering Holders will be purchased on a PRO RATA basis (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"based on amounts tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. If an Excess the Net Proceeds Offer is not fully subscribedon or after a Record Date and on or before the related Interest Payment Date, any accrued interest shall be paid to the Company may retain Person in whose name a Note is registered at the close of business on such Record Date, and use for general corporate purposes no additional interest shall be payable to Holders who tender Notes pursuant to the portion (any such portionNet Proceeds Offer. The notice, a "Deficiency") which shall govern the terms of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Net Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (include such disclosures as defined below) are required by law and shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date").state:

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company's Board of Directors), (ii) not less than 80at least 75% of the consideration received by the Company or such applicable the Restricted Subsidiary, as the case may be, is from such Asset Sale shall be in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, Equivalents and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided PROVIDED that the amount of (1x) any Debt liabilities (other than subordinated Debt) as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company or any such applicable Restricted Subsidiary (other than liabilities that is actually are by their terms subordinated to the Notes or, in the case of liabilities of a Restricted Subsidiary, any Note Guarantee of such Subsidiary) that are assumed by the transferee in of any such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released assets and (2y) any securities securities, notes or other obligations received by the Company or any such applicable Restricted Subsidiary which from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received)) within 180 days after receipt, will shall be deemed to be cash for purposes of this clause (a)(iiii); PROVIDED, FURTHER, HOWEVER, that this clause (ii) shall not apply to any sale of Capital Stock of or other Investments in Unrestricted Subsidiaries and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option within 360 days of the Company or such Restricted Subsidiary, receipt thereof either (A) to prepayprepay (and, repay or purchase indebtedness in the case of any Indebtedness under any revolving credit facility, including the New Credit Facilities or Facility, effect a permanent reduction in the availability under such revolving credit facility) any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or Indebtedness, (B) to make an investment in properties and assets that are replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used or are useful in the business of the Company or and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably similar to related thereto ("Replacement Assets"), or ancillary to (C) a combination of prepayment and investment permitted by the business foregoing clauses (iii)(A) and (iii)(B). On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or its Restricted Subsidiaries as conducted at the time of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale; provided that Sale as set forth in clauses (1iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such investment occurs aggregate amount of such Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (2iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only make an offer to customary conditions purchase (other the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than the obtaining of financing), in each case, within 365 30 nor more than 45 days following the receipt applicable Net Proceeds Offer Trigger Date, from all Holders on a PRO RATA basis, that amount of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount Notes issued under this Indenture equal to the Available Asset Sale Net Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), Offer Amount at a purchase price in cash equal to 100% of the principal amount thereof of the Notes to be purchased, plus accrued and unpaid interestinterest thereon, if any, to the purchase date of purchase; PROVIDED, HOWEVER, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest or dividends received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an "Excess Asset Sale hereunder and the Net Cash Proceeds Offer"thereof shall be applied in accordance with this Section 4.15. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Pro- ceeds Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph). If an Excess Proceeds Offer is In the event of the transfer of substantially all (but not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency"all) of the Available Asset Sale Proceeds not required property and assets of the Company and its Restricted Subsidiaries as an entirety to repurchase Notes. Upon completion of any Excess Proceeds Offera Person in a transaction permitted under Section 5.01, the amount of Available Asset Sale Proceeds successor Person shall be reset deemed to zero; provided that have sold the amount properties and assets of the 25% Available Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this Section 4.15 with respect to such deemed sale as if it were an Asset Sale Proceeds (as defined below) Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall constitute Available Asset Sale be deemed to be Net Cash Proceeds for purposes of this Section 4.15. Notwithstanding the first Excess two immediately preceding paragraphs, the Company and its 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 for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; PROVIDED that any consideration not constituting Replacement Assets received by the Company or any of its 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. Each Net Proceeds Offer that is made after August 14will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, 2006 with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders will be purchased on a PRO RATA basis (based on amounts tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. The notice, which shall govern the "Asset Sale terms of the Net Proceeds Measurement Date").Offer, shall include such disclosures as are required by applicable law and shall state:

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, to consummate an Asset Sale unless Sale, unless: (i1) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the Capital Stock, property or assets issued, sold or otherwise disposed ofof (as deter- mined in good faith by the Company's Board of Directors); and (ii2) not less than 80at least 75% of the consideration received by the Company or such applicable the Restricted Subsidiary, as the case may be, is from such Asset Sale shall be in the form of (A) cash or Cash Equivalents, Replacement Assets or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) any combination of this clause (a)(ii), is the foregoing received at the time of such sale disposition. Following the consummation of an Asset Sale, the Company shall apply, or other dispositioncause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 360 days of receipt thereof either: (a) to prepay any Senior Debt, any Guarantor Senior Debt or any then outstanding Existing Notes and, in the case of any Senior Debt or any Guarantor Senior Debt under any revolv- ing credit facility, effect a permanent reduction in the avail- ability under such revolving credit facility; provided (b) acquire properties and assets (including Asset Ac- quisitions or capital expenditures) that replace the properties and assets that were the subject of such Asset Sale or proper- ties and assets that will be used in the business of the Com- pany and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"); and/or (c) any combination of the foregoing. For purposes of clause (2) above, the amount of (1) any Debt (other than subordinated Debt) liabili- ties, as shown on the Company's or such Restricted Subsidiary's most recent balance sheet, of the Company or any such applicable Restricted Subsidiary (other than con- tingent liabilities and liabilities that is actually are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets and any cash proceeds in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) respect of any securities received securities, notes or other obligations re- ceived by the Company or any such applicable Restricted Subsidiary which from such trans- feree that are converted into cash or Cash Equivalents within ten Business Days 30 days following the consumma- tion of such Asset Sale (Sale, to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted SubsidiarySubsidiary in that conversion, as the case may be, are applied, at the option of the Company or such Restricted Subsidiary, (A) shall be deemed to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted con- stitute cash received at the time of such disposition. Any Net Cash Proceeds resulting from Asset Sale; provided Sales consummated after the Issue Date that are not timely applied as permitted in the two preceding paragraphs shall constitute "Excess Proceeds". If on any date (1) such investment occurs or (2an "Excess Proceeds Offer Trigger Date") the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale aggregate amount of Excess Proceeds, subject only excluding any amounts thereof previously applied pursuant to customary conditions (other than the obtaining of financing)this paragraph, in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed exceeds $15,000,00010.0 million, the Company shall apply an amount equal to the Available Asset Sale Proceeds to and/or a Restricted Subsidi- ary shall, within 30 days thereafter, make an offer (the "Excess Proceeds Offer") to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt)purchase from all Holders on a pro rata basis, at a purchase price in cash equal to 100% of the principal amount thereof of the Notes to be purchased, plus accrued and unpaid interestinterest thereon, if any, to the purchase date maximum principal amount of Notes that can be so purchased at such price with such Excess Proceeds (an the "Excess Proceeds OfferPro- ceeds Offer Amount"). If an Each Excess Proceeds Offer is not fully subscribedwill be mailed to the record Holders as shown on the register of Holders, with a copy to the Company may retain Trustee, and use for general corporate purposes shall comply with the portion (any such portion, a "Deficiency") procedures set forth in Section 4.02. Upon receiving no- xxxx of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Ex- cess Proceeds Offer Amount, Notes of Available Asset Sale Proceeds tendering Holders shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds purchased on a pro rata basis (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first based on amounts tendered). Any Excess Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. The Company will comply with the requirements of Rule 14e-1 un- der the Exchange Act and any other securities laws and regulations thereun- der to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Excess Proceeds Offer. To the extent that is made after August 14the provisions of any securities laws or regulations conflict with the provisions of Section 4.02 and this Section 5.03, 2006 (the "Asset Sale Proceeds Measurement Date").Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of Sec- tion 4.02 and this Section 5.03 by virtue thereof. Section 5.04

Limitation on Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company's Board of Directors), (ii) not less than 80at least 75% of the consideration received by the Company or such applicable the Restricted Subsidiary, as the case may be, is from such Asset Sale shall be in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, Equivalents and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1a) any Debt liabilities (other than subordinated Debtas -------- shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any such applicable Restricted Subsidiary (other than liabilities that is actually are by their terms subordinated to the Securities) that are assumed by the transferee in of any such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released assets, and (2b) any securities notes or other obligations received by the Company or any such applicable Restricted Subsidiary which from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within ten Business Days of 180 days after such Asset Sale (to the extent of the cash or Cash Equivalents received), will ) shall be deemed to be cash for the purposes of this clause (a)(ii)provision only; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 360 days of receipt thereof either (a) to prepay any Senior Debt or Guarantor Senior Debt and, in the case of any Senior Debt or Guarantor Senior Debt under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (b) to make an Investment (x) in properties and assets that replace the properties and assets that were the subject of such Asset Sale, (y) in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses the same, similar or reasonably related thereto or (z) permitted by clause (i) of the definition of "Permitted Investments" hereunder("Replacement ----------- Assets"), or (c) a combination of prepayment and investment permitted by the ------ foregoing clauses (iii)(a) and (iii)(b). On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds received relating to such Asset Sale as set forth in clauses (iii)(a), (iii)(b) and (iii)(c) of the next preceding sentence (each, a "Net Proceeds Offer Trigger -------------------------- Date"), such aggregate amount of Net Cash Proceeds which have not been applied ---- on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(a), (iii)(b) and (iii)(c) of the next preceding sentence (each a "Net --- Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary, as --------------------- Subsidiary to make an offer to purchase (the case may be, are applied, at "Net Proceeds Offer") on a date ------------------ (the option of the Company or such Restricted Subsidiary, (A"Net Proceeds Offer Payment Date") to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other not less than the obtaining of financing), in each case, within 365 30 nor more than 60 days ------------------------------- following the receipt applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount Securities equal to the Available Asset Sale Net Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), Offer Amount --- ---- at a purchase price in cash equal to 100% of the principal amount thereof of the Securities to be purchased, plus accrued and unpaid interestinterest thereon, if any, to the purchase date of purchase; provided, however, that if at any time any non-cash consideration -------- ------- received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non- cash consideration), then such conversion or disposition shall be deemed to constitute an "Excess Asset Sale hereunder as of the date of such conversion or disposition and the Net Cash Proceeds Offer"thereof shall be applied in accordance with this covenant. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to this paragraph). If an Excess Proceeds Offer is In the event of the transfer of substantially all (but not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency"all) of the Available Asset Sale Proceeds not required property and assets of the Company and its Restricted Subsidiaries as an entirety to repurchase Notes. Upon completion of any Excess Proceeds Offera Person in a transaction permitted by Section 5.01, the amount of Available Asset Sale Proceeds successor corporation shall be reset deemed to zero; provided that have sold the amount properties and assets of the 25% Available Company and its Restricted 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 Proceeds (as defined below) Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall constitute Available Asset Sale be deemed to be Net Cash Proceeds for purposes of the first Excess this covenant. Notice of each Net Proceeds Offer that is made after August 14pursuant to this Section 4.16 shall be mailed or caused to be mailed, 2006 (by first class mail, by the "Asset Sale Company within 45 days following the appli- cable Net Proceeds Measurement Date").Offer Trigger Date to all Holders at their last registered addresses, with a copy to the Trustee. A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Net Proceeds Offer and shall state the following terms:

Limitation on Asset Sales. (a) The Company Parent will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an any Asset Sale unless (i) Parent or the Company or such applicable Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such sale or other disposition Asset Sale (the "Asset Sale Closing Date") at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of (iias determined in good faith by the Board of Directors of Parent or, with respect to assets having a fair market value in excess of $2 million, an Independent Financial Advisor) not less than 80and at least 90% of the fair market value (as so determined) of the consideration so received by the Company Parent or such applicable Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash; provided, however, that the amount of (A) cash any liabilities of Parent or Cash Equivalents, its Subsidiaries that are assumed by the transferee in any such transaction (as shown on Parent's or (B) Replacement Assets, and in each case set forth in subclauses (Asuch Subsidiary's most recent balance sheet) and (B) of this clause (a)(ii), is any Cash Equivalents received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company by Parent or any Subsidiary from such applicable Restricted transferee that are immediately converted by Parent or such Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (shall both be deemed to be cash, solely to the extent of the cash or Cash Equivalents receivedreceived in the case of (B), will be deemed to be cash for purposes of this clause (a)(ii)Section 4.18; and (iiiii) the Net Cash Proceeds received by Parent or such Subsidiary from such Asset Sale are applied, (1) in the case of Collateral other than Second Lien Collateral, by delivery to the Trustee on the Asset Sale Closing Date of all Net Cash Proceeds received to be held by the Company or such Restricted SubsidiaryTrustee for the redemption of Senior Notes pursuant to a Net Proceeds Redemption as set forth below, as and (2) in the case may be, are appliedof Second Lien Collateral, at the option of the Company or such Restricted SubsidiaryParent's election, (A) by delivery to prepay, the Lender on the Asset Sale Closing Date of the Net Cash Proceeds to repay or purchase indebtedness Indebtedness of Publishing under the New Credit Facilities or Facility; provided, however, that any other secured Debt such repayment shall result in a permanent reduction of the Company Lender's commitment thereunder and a corresponding permanent reduction in the maximum amount of Indebtedness permitted under Section 4.13(b)(i) or such Restricted Subsidiary or the Other Senior Notes; 4.13(b)(ii), or (B) by delivery to an investment in properties and assets that are used or are useful in the business Trustee on the Asset Sale Closing Date of the Company or its Restricted Subsidiaries or in businesses reasonably similar Net Cash Proceeds to or ancillary be held by the Trustee for the redemption of Senior Notes pursuant to the business of the Company or its Restricted Subsidiaries a Net Proceeds Redemption as conducted set forth below; provided, however, that if at the any time of such Asset Sale; provided that (1) such investment occurs or (2) the Company any non-cash consideration received by Parent or any such Restricted Subsidiary enters into contractual commitments to so apply such in connection with any Asset Sale Proceedsis converted into or sold or otherwise disposed of for cash, subject only to customary conditions (or if cash dividends or interest or other than the obtaining of financing)cash payments are received with respect thereto, in each case, within 365 days following the receipt of then such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Net Cash Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 this covenant and shall be applied in accordance with clause (the "ii) above as if received in an Asset Sale occurring on the date any such cash is received. To the extent that any such Net Cash Proceeds Measurement Dateare not actually applied in accordance with clauses (ii)(2)(A) above or after such application there remains a portion of the Net Cash Proceeds, Publishing shall redeem Senior Notes as described in Section 4.18(b) (a ")Net Proceeds Redemption") at a price equal to the percentage specified in Section 3.07 of the aggregate principal amount thereof, plus accrued interest to the date of purchase, which shall in the aggregate equal the amount of Net Cash Proceeds required by this Section 4.18 to be made available to purchase Senior Notes in a Net Proceeds Redemption.

Limitation on Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, consummate an engage in any Asset Sale Sales unless (i) the Company or such applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value of the assets Properties sold or otherwise disposed of; of pursuant to the Asset Sale, (ii) not less than at least 80% of the consideration received by the Company or such applicable the Restricted Subsidiary, as the case may be, is in the form respect of (A) such Asset Sale consists of cash or Cash Equivalents, or Equivalents and (Biii) Replacement Assets, and in each case set forth in subclauses the Company delivers to the Trustee an Officers' Certificate certifying that such Asset Sale complies with clauses (Ai) and (Bii) of this clause Section 10.15(a). The amount (a)(ii), is received at the time without duplication) of such sale or other disposition; provided that the amount of (1) any Debt Indebtedness (other than subordinated DebtSubordinated Indebtedness) of the Company or any such applicable Restricted Subsidiary that is actually expressly assumed by the transferee in such Asset Sale and from with respect to which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are appliedis 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 following paragraph (b). If at any time any non-cash consideration received by the option Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 10.15. A transfer of assets by the Company to a Restricted Subsidiary or by a Subsidiary to the Company or to a Restricted Subsidiary will not be deemed to be an Asset Sale and a transfer of assets that constitutes a Restricted Investment and that is permitted under Section 10.10 will not be deemed to be an Asset Sale. In the event of the transfer of substantially all (but not all) of the property and assets of the Company or such and its Restricted SubsidiarySubsidiaries as an entirety to a Person in a transaction permitted under Article VIII, (A) the successor corporation shall be deemed to prepay, repay or purchase indebtedness under have sold the Credit Facilities or any other secured Debt properties and assets of the Company or and its Subsidiaries not so transferred for purposes of this Section 10.15, and shall comply with the provisions of this Section 10.15 with respect to such Restricted Subsidiary or deemed sale as if it were an Asset Sale. In addition, the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business Fair Market Value of such Properties of the Company or its Restricted Subsidiaries or in businesses reasonably similar deemed to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use for general corporate purposes the portion (any such portion, a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds be sold shall be reset deemed to zero; provided that the amount of the 25% be Net Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")this Section 10.15.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company's Board of Directors), (ii) not less than 80at least 70% of the consideration received by the Company or such applicable the Restricted Subsidiary, as the case may be, is from such Asset Sale shall be in the form of (A) cash or Cash Equivalents; PROVIDED, or (B) Replacement AssetsHOWEVER, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) any Senior Debt (other than subordinated Debt) of the Company (as shown on the Company's most recent balance sheet) or any such applicable Indebtedness of any Restricted Subsidiary of the Company (as shown on such Restricted Subsidiary's most recent balance sheet) which is not expressly subordinated in right of payment to the Securities or to any Guarantee of such Restricted Subsidiary, that is actually expressly assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or of any such applicable Restricted Subsidiary which are converted into cash assets or Cash Equivalents within ten Business Days by operation of such Asset Sale (to the extent of the cash or Cash Equivalents received), will law shall be deemed to be cash for purposes of for this clause (a)(ii)provision; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option within 360 days of the Company or such Restricted Subsidiary, receipt thereof either (A) to prepayprepay any Senior Debt and, repay or purchase indebtedness in the case of any Senior Debt under any revolving credit facility, effect a permanent reduction in the Credit Facilities or any other secured Debt of the Company or availability under such Restricted Subsidiary or the Other Senior Notes; or revolving credit facility, (B) to make an investment in properties and assets that are replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used or are useful in the business of the Company or and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably similar to related thereto ("REPLACEMENT ASSETS"), or ancillary to (C) a combination of prepayment and investment permitted by the business foregoing clauses (iii)(A) and (iii)(B). On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or its Restricted Subsidiaries as conducted at the time of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale; provided that Sale as set forth in clauses (1iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "NET PROCEEDS OFFER TRIGGER DATE"), such investment occurs aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (2iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "NET PROCEEDS OFFER AMOUNT") shall be applied by the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only make an offer to customary conditions purchase (other the "NET PROCEEDS OFFER") on a date (the "NET PROCEEDS OFFER PAYMENT DATE") not less than the obtaining of financing), in each case, within 365 30 nor more than 45 days following the receipt applicable Net Proceeds Offer Trigger Date, from all Holders on a PRO RATA basis, that amount of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount Securities equal to the Available Asset Sale Net Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), Offer Amount at a purchase price in cash equal to 100% of the principal amount thereof of the Securities to be purchased, plus accrued and unpaid interestinterest thereon, if any, to the purchase date of purchase; PROVIDED, HOWEVER, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an "Excess Asset Sale hereunder and the Net Cash Proceeds Offer")thereof shall be applied in accordance with this Section 5.16. If an Excess The Company may defer the Net Proceeds Offer until there is not fully subscribedan aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 million resulting from one or more Asset Sales (at which time, the Company may retain entire unutilized Net Proceeds Offer Amount, and use for general corporate purposes not just the portion (any such portionamount in excess of $10.0 million, a "Deficiency") of shall be applied as required pursuant to this paragraph); PROVIDED, that in no event will the Available net cash proceeds from an Asset Sale Proceeds not required be subjected to repurchase Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset more than one offer to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")purchase Securities.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company's Board of Directors), and (ii) not less than 80at least 75% of the consideration received by the Company or such applicable the Restricted Subsidiary, as the case may be, is from such Asset Sale shall be in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses ; provided that (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) liabilities of the Company or any such applicable Restricted Subsidiary (other than liabilities that is actually are by their terms subordinated to the Notes) that are assumed by the transferee in of any such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released assets and (2B) the fair market value of any marketable securities received by the Company or any such applicable Restricted Subsidiary which in exchange for any such assets that are promptly converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will shall be deemed to be cash for purposes of this clause (a)(ii)provision; and (iii) provided, further, that in no event shall the aggregate fair market value at the time of receipt of con- sideration received by the Company in a form other than cash or Cash Equivalents exceed 5% of the Company's Consolidated Total Assets. In the event of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 360 days of receipt thereof either (A) to repay or prepay any indebtedness under the Credit Agreement, and effect a permanent reduction thereof, (B) to make an investment in either (x) properties and assets that replace the properties and assets that were the subject of such Asset Sale or (y) any properties or assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses similar or reasonably related thereto or in the capital stock of any entity a majority of whose assets consists of the properties or assets described under (x) or (y) ("Replacement Assets"), or (C) to a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). After 360 days from the day on which the aggregate amount of Net Cash Proceeds which have not been applied as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (a "Net Proceeds Offer Amount") exceeds $7,500,000 (the "Net Proceeds Offer Trigger Date"), the Company shall make an offer to purchase (the "Net Proceeds Offer") from all Holders on a pro rata basis, that amount of Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the Accreted Value of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. If at any time any non-cash consideration received by the Company or such any Restricted SubsidiarySubsidiary of the Company, as the case may be, are appliedin connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), at then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the option Net Cash Proceeds thereof shall be applied in accordance with this Section. To the extent that the aggregate Accreted Value of Notes tendered pursuant to such Net Proceeds Offer is less than the Net Proceeds Offer Amount the Company or such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of may use such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other than the obtaining of financing), in each case, within 365 days following the receipt of such Asset Sale Proceeds; or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Company may retain and use deficiency for general corporate purposes purposes. If the portion (any such portionaggregate Accreted Value of Notes validly tendered and not withdrawn by Holders thereof exceeds the Net Proceeds Offer Amount, the Notes to be purchased will be selected on a "Deficiency") of the Available Asset Sale Proceeds not required to repurchase Notespro rata basis. Upon completion of any Excess such Net Proceeds Offer, the amount of Available Asset Sale Net Proceeds shall Offer Amount will be reset to zero. Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 80% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consid- eration not constituting Replacement Assets received by the amount Company or any of its 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 25% Available Asset Sale preceding paragraph. Each Net Proceeds (Offer will be mailed to the record Holders as defined below) shown on the register of Holders not less than 30 days nor more than 45 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall constitute Available Asset Sale Proceeds for purposes comply with the procedures set forth in this Indenture. Upon receiving notice of the first Excess Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 principal amount at maturity in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer that is made after August 14Amount, 2006 Notes of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law, and the "Asset Sale purchase of such Note shall be consummated within 60 days following the mailing of the Net Proceeds Measurement Date").Offer. The notice, which shall govern the terms of the Net Proceeds Offer, shall include such disclosures as are required by law and shall state:

Limitation on Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by management of the Company or, if such Asset Sale involves consideration in excess of $10,000,000, by the board of directors of the Company, as evidenced by a board resolution), (ii) not less than 80at least 75% of the consideration received by the Company or such applicable Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of (1) any Debt (other than subordinated Debt) of the Company or any such applicable Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will be deemed to be cash for purposes of this clause (a)(ii); and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option of the Company or from such Restricted Subsidiary, (A) to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful Asset Sale is in the business form of the Company cash or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted Cash Equivalents and is received at the time of such disposition and (iii) upon the consummation of an Asset Sale; provided that , the Company applies, or causes such Restricted Subsidiary to apply, such Net Cash Proceeds within 180 days of receipt thereof either (1A) such investment occurs or (2) to repay any Senior Indebtedness of the Company or any such Indebtedness of a Restricted Subsidiary enters into contractual of the Company (and, to the extent such Senior Indebtedness relates to principal under a revolving credit or similar facility, to obtain a corresponding reduction in the commitments to so apply thereunder, except that the Company may temporarily repay Senior Indebtedness using the Net Cash Proceeds from such Asset Sale Proceeds, subject only and thereafter use such funds to customary conditions reinvest pursuant to clause (other than B) below within the obtaining of financingperiod set forth therein without having to obtain a corresponding reduction in the commitments thereunder), (B) to reinvest, or to be contractually committed to reinvest pursuant to a binding agreement, in each Productive Assets and, in the latter case, to have so reinvested within 365 360 days following of the date of receipt of such Asset Sale Proceeds; Net Cash Proceeds or (C) if on such 365th day the Available Asset Sale Proceeds exceed $15,000,000to purchase Securities and other Senior Subordinated Indebtedness, pro rata tendered to the Company shall apply an amount equal to the Available Asset Sale Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), for purchase 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 interestinterest thereon, if any, to the date of purchase date pursuant to an offer to purchase made by the Company as set forth below (an a "Excess Net Proceeds Offer"). If an Excess ; provided, however, that the Company may defer making a Net Proceeds Offer until the aggregate Net Cash Proceeds from Asset Sales not otherwise applied in accordance with this covenant equal or exceed $15,000,000. Subject to the deferral right set forth in the final proviso of the preceding paragraph, each notice of a Net Proceeds Offer shall be mailed, by first-class mail, to Holders not more than 180 days after the relevant Asset Sale or, in the event the Company or a Restricted Subsidiary has entered into a binding agreement as provided in (B) above, within 180 days following the termination of such agreement but in no event later than 360 days after the relevant Asset Sale. Such notice shall specify, among other things, the purchase date (which shall be no earlier than 30 days nor later than 45 days from the date such notice is not fully subscribedmailed, except as otherwise required by law) and shall otherwise comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Securities in whole or in part in integral multiples of $1,000. To the extent Holders properly tender Securities in an amount which, together with all other Senior Subordinated Indebtedness so tendered, exceeds the Net Proceeds Offer, Securities and other Senior Subordinated Indebtedness of tendering Holders shall be repurchased on a pro rata basis (based upon the aggregate principal amount tendered, or, if applicable, the aggregate accreted value tendered). To the extent that the aggregate principal amount of Securities tendered pursuant to any Net Proceeds Offer, which, together with the aggregate principal amount or aggregate accreted value, as the case may be, of all other Senior Subordinated Indebtedness so tendered, is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may retain and use for general corporate purposes the any remaining portion (any of such portion, a "Deficiency") of the Available Asset Sale Net Cash Proceeds not required to fund the repurchase Notesof tendered Securities and other Senior Subordinated Indebtedness for any purposes not otherwise prohibited by this Indenture. Upon completion the consummation of any Excess Net Proceeds Offer, the amount of Available Net Cash Proceeds subject to any future Net Proceeds Offer from the Asset Sale Sales giving rise to such Net Cash Proceeds shall be reset deemed to be zero; provided that . The Company shall comply with the amount requirements of Rule 14e-1 under the 25% Available Asset Sale Exchange Act to the extent applicable in connection with the repurchase of Securities pursuant to a Net Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")Offer.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed ofof (as determined in good faith by the Company's Board of Directors); (ii) not less than 80at least 75% of the consideration received by the Company or such applicable the Restricted Subsidiary, as the case may be, is from such Asset Sale shall be in the form of cash, Cash Equivalents or Foreign Cash Equivalents (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other disposition; provided that the amount of any liabilities (1) any Debt (other than subordinated Debtas shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any such applicable Restricted Subsidiary (other than liabilities that is actually are by their terms subordinated to the Notes) that are assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released and (2) any securities received by the Company or of any such applicable Restricted Subsidiary which are converted into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received), will assets shall be deemed to be cash for purposes of this clause (a)(ii)provision) and is received at the time of such disposition; and (iii) upon the con- summation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either (A) to prepay any Senior Debt, Guarantor Senior Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to either (x) make an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that were the subject of such Asset Sale or in properties and assets (including Capital Stock of any entity) 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 ("Replacement Assets") or (y) the acquisition of all of the capital stock or assets of any Person or division conducting a business reasonably related to that of the Company or its Subsidiaries; provided that Net -------- Cash Proceeds received in excess of $30 million in the aggregate since the Issue Date from Asset Sales involving assets of the Company or a Guarantor (other than the Capital Stock of a Foreign Subsidiary) shall only be reinvested in (x) assets which will be owned by the Company or a Guarantor and not constituting an Investment or (y) the capital stock of a Person that becomes a Guarantor or (C) a combination of prepayment, repurchase and investment permitted by the foregoing clauses (iii)(A), (iii)(B) and (iii)(C). On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary, as Subsidiary to make an offer to purchase (the case may be, are applied, at "Net Proceeds Offer") on a date (the option of the Company or such Restricted Subsidiary, (A"Net Proceeds Offer Payment Date") to prepay, repay or purchase indebtedness under the Credit Facilities or any other secured Debt of the Company or such Restricted Subsidiary or the Other Senior Notes; or (B) to an investment in properties and assets that are used or are useful in the business of the Company or its Restricted Subsidiaries or in businesses reasonably similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted at the time of such Asset Sale; provided that (1) such investment occurs or (2) the Company or any such Restricted Subsidiary enters into contractual commitments to so apply such Asset Sale Proceeds, subject only to customary conditions (other not less than the obtaining of financing), in each case, within 365 30 nor more than 45 days following the receipt applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of such Asset Sale Proceeds; or (C) if Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase with the proceeds of sales of assets, on such 365th day the Available Asset Sale Proceeds exceed $15,000,000a pro rata basis, the Company shall apply an that amount of Notes equal to the Available Asset Sale Net Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), Offer Amount at a purchase price in cash equal to 100% of the principal amount thereof of the Notes to be purchased, plus accrued and unpaid interestinterest thereon, if any, to the purchase date of purchase; provided, -------- however, that if at any time any non-cash consideration received by the ------- Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an "Excess Asset Sale hereunder and the Net Cash Proceeds Offer")thereof shall be applied in accordance with this Section 4.15. If an Excess The Company shall not be required to make a Net Proceeds Offer until there is not fully subscribedan aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $30 million resulting from one or more Asset Sales, at which time, the Company may retain and use for general corporate purposes unutilized Net Proceeds Offer Amount, shall be applied as required pursuant to this paragraph, provided, however, that the portion -------- ------- first $30 million of Net Proceeds Offer Amount need not be applied as required pursuant to this paragraph. In the event of the transfer of substantially all (any such portion, a "Deficiency"but not all) of the Available Asset Sale Proceeds not required property and assets of the Company and its Restricted Subsidiaries as an entirety to repurchase a Person in a transaction permitted under Section 5.01 and as a result thereof the Company is no longer an obligor on the Notes. Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds successor corporation shall be reset deemed to zero; provided that have sold the amount properties and assets of the 25% Available Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.15, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale Proceeds (as defined below) Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall constitute Available Asset Sale be deemed to be Net Cash Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date")this Section 4.15.

Limitation on Asset Sales. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of; of (as determined in good faith by the Company's Board of Directors), (ii) not less than 80at least 75% of the consideration received by the Company or such applicable the Restricted Subsidiary, as the case may be, is from such Asset Sale shall be in the form of (A) cash or Cash Equivalents, or (B) Replacement Assets, and in each case set forth in subclauses (A) and (B) of this clause (a)(ii), is received at the time of such sale or other dispositionQualified Proceeds; provided that the amount of (1x) any Debt (other than subordinated Debt) liabilities of the Company or any such applicable Restricted Subsidiary of the Company (as shown on the Company's or on such Restricted Subsidiary's most recent balance sheet) (other than liabilities that is actually are by their terms subordinated to the Securities or, in the case of a Restricted Subsidiary, its Guarantee) that are assumed by the transferee in of any such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released assets and (2y) any securities securities, notes or other obligations received by the Company or any such applicable Restricted Subsidiary which from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within ten Business Days of such Asset Sale (to the extent of the cash or Cash Equivalents received)) within 180 days after receipt, will shall be deemed to be cash for the purposes of this clause (a)(iiii); provided, further, however, that (A) this clause (ii) shall not apply to any sale of Capital Stock of or other 41 42 Investments in Unrestricted Subsidiaries or (B) any Sale and Leaseback Transaction and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale Proceeds received by the Company or such Restricted Subsidiary, as the case may be, are applied, at the option within 360 days of the Company or such Restricted Subsidiary, receipt thereof either (A) to prepayprepay any Senior Indebtedness or Guarantor Senior Indebtedness or Indebtedness of a Restricted Subsidiary that is not a Guarantor (and, repay in the case of any Senior Indebtedness or purchase indebtedness Guarantor Senior Indebtedness or Indebtedness of a Restricted Subsidiary that is not a Guarantor under any revolving credit facility, including the New Credit Facilities Facility, effect a permanent reduction in the availability under such revolving credit facility) or effect a permanent reduction in the availability under any other secured Debt revolving credit facility regardless of the Company or such Restricted Subsidiary or the Other Senior Notes; or fact that no prepayment is required in order to do so (in which case no prepayment shall be required), (B) to make 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 are used or are useful usable in the business of the Company or and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably similar to related or ancillary complementary thereto ("Replacement Assets"), it being understood that (i) the receipt of Qualified Proceeds (other than cash or Cash Equivalents) and (ii) the payment of expenses related to the business relocation to the Moorpark Facility (including, without limitation, reimbursement to the Company of expenses incurred prior to the Issue Date) are deemed to be a valid application of such Qualified Proceeds pursuant to this clause (iii)(B), or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or its Restricted Subsidiaries as conducted at the time of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale; provided Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the immediately preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the immediately preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 20 Business Days nor more than 30 Business Days following the date that notice of the Net Proceeds Offer is mailed to the Holders, from all Holders, together with holders of other Indebtedness that is not by its terms subordinated to the Securities (1the "Other Asset Sale Indebtedness") such investment occurs or (2) of the Company or any such Restricted Subsidiary enters into contractual commitments to so apply whom an offer of Net Cash Proceeds relating to such Asset Sale Proceeds, subject only must be made pursuant to customary conditions (other than the obtaining terms of financing), in each case, within 365 days following the receipt of instruments governing such Other Asset Sale Proceeds; or (C) if Indebtedness on a pro rata basis, that amount of Securities and such 365th day the Available Other Asset Sale Proceeds exceed $15,000,000, the Company shall apply an amount Indebtedness equal to the Available Asset Sale Net Proceeds to an offer to repurchase the Notes (and, at its option, to an offer to repurchase other equal and ratable Debt), Offer Amount at a purchase price in cash equal to 100% of the principal amount thereof of the Securities or such Other Asset Sale Indebtedness (as the case may be) to be purchased, plus accrued and unpaid interestinterest thereon, if any, to the purchase date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest or dividends received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an "Excess Asset Sale hereunder and the Net Cash Proceeds Offer")thereof shall be applied in accordance with this Section 4.05. If an Excess Proceeds Offer is not fully subscribedNotwithstanding the foregoing, the Company may retain defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10,000,000 resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and use for general corporate purposes not just the portion (any such portionamount in excess of $10,000,000, a "Deficiency") of the Available Asset Sale Proceeds not shall be applied as required pursuant to repurchase Notesthis paragraph). Upon completion of any Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero; provided that the amount of the 25% Available Asset Sale Proceeds (as defined below) shall constitute Available Asset Sale Proceeds for purposes of the first Excess Proceeds Offer that is made after August 14, 2006 (the "Asset Sale Proceeds Measurement Date").a