NOT LATER THAN THE CLOSE
OF BUSINESS ON THE THIRD BUSINESS DAY PRECEDING THE CHANGE OF CONTROL PURCHASE
DATE, FACSIMILE TRANSMISSION OR LETTER SETTING FORTH THE NAME OF THE HOLDER, THE
PRINCIPAL AMOUNT OF NOTES DELIVERED FOR PURCHASE, AND A STATEMENT THAT SUCH
HOLDER IS WITHDRAWING HIS ELECTION TO HAVE SUCH NOTE PURCHASED, AND (VII) THAT
HOLDERS WHOSE NOTES ARE ACCEPTED FOR PAYMENT IN PART WILL BE ISSUED NEW NOTES
EQUAL IN PRINCIPAL AMOUNT TO THE UNPURCHASED PORTION OF NOTES SURRENDERED;
PROVIDED THAT ONLY NOTES IN A PRINCIPAL AMOUNT OF $1,000 OR INTEGRAL MULTIPLES
THEREOF WILL BE ACCEPTED FOR PAYMENT IN PART.
37
(C)
IN THE EVENT THAT A CHANGE OF CONTROL
OCCURS AT A TIME WHEN THE COMPANY IS PROHIBITED FROM REPURCHASING THE NOTES BY
THE CREDIT AGREEMENT OR ANY OTHER AGREEMENT GOVERNING SENIOR DEBT OF THE
COMPANY, THE COMPANY WILL SEEK TO EITHER REPAY SUCH SENIOR DEBT OR OBTAIN THE
REQUISITE CONSENTS OF THE HOLDERS OF SUCH SENIOR DEBT TO COMMENCE A CHANGE OF
CONTROL OFFER TO REPURCHASE THE NOTES WITHIN 30 DAYS OF THE OCCURRENCE OF THE
CHANGE OF CONTROL; PROVIDED, HOWEVER, THAT THE FAILURE OF THE COMPANY EITHER TO
REPAY SUCH SENIOR DEBT OR TO OBTAIN SUCH CONSENTS SHALL IN NO WAY AFFECT THE
RIGHT OF EACH HOLDER TO HAVE ITS NOTES REPURCHASED OR RELIEVE THE COMPANY OF ITS
OBLIGATION HEREUNDER TO COMMENCE SUCH A CHANGE OF CONTROL OFFER AND TO
REPURCHASE THE NOTES PURSUANT TO SECTIONS 4.13(A) AND 4.13(B) HEREOF.
SECTION 4.14.
LIMITATION ON ASSET SALES.
(A)
THE COMPANY WILL NOT, AND WILL NOT PERMIT
ANY RESTRICTED SUBSIDIARY TO, MAKE ANY ASSET SALE UNLESS (I) THE COMPANY OR SUCH
RESTRICTED SUBSIDIARY, AS THE CASE MAY BE, RECEIVES CONSIDERATION AT THE TIME OF
SUCH 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 DISPOSED OF IN
THE ASSET SALE, AND (II) AT LEAST 75% OF SUCH CONSIDERATION IS IN THE FORM OF
CASH OR CASH EQUIVALENTS; PROVIDED THAT FOR PURPOSES OF THIS COVENANT "CASH"
SHALL INCLUDE 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 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 IS
EFFECTED ON A BASIS UNDER WHICH THERE IS NO FURTHER RECOURSE TO THE COMPANY OR
ANY OF ITS RESTRICTED SUBSIDIARIES WITH RESPECT TO SUCH LIABILITIES; PROVIDED,
FURTHER, THAT THE COMPANY AND SUCH RESTRICTED SUBSIDIARY SHALL BE PERMITTED TO
MAKE AN ASSET SALE WITHOUT COMPLYING WITH CLAUSE (II) ABOVE TO THE EXTENT