Disposition of Proceeds of Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make any Asset Sale unless (a) 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 of the assets sold or otherwise disposed of and (b) at least 85% of such consideration consists of (A) cash or Cash Equivalents, (B) properties and capital assets to be used in a Permitted Business and/or (C) Equity Interests in one or more Persons that are primarily engaged in a Permitted Business so long as upon the consummation of any sale in accordance with this clause (C), such Person becomes a Wholly Owned Restricted Subsidiary; provided, however, that, in the case of sales pursuant to clauses (B) and (C) not involving solely an exchange of a Permitted Business and cash (if any), if the Fair Market Value of the assets sold or otherwise disposed of in a single transaction or series of transactions exceeds $5.0 million, the Company shall be required to obtain the written opinion from an Independent Financial Advisor 108 (and file such opinion with the Trustee) stating that the terms of such Asset Sale are fair, from a financial point of view, to the Company or the Restricted Subsidiary involved in such Asset Sale. The amount of any (i) Indebtedness (other than any Subordinated Indebtedness) of the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully released shall be deemed to be cash for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries and (ii) notes or other similar obligations received by the Company or the Restricted Subsidiaries from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within thirty days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. Notwithstanding the foregoing, during the term of the Securities, the Company and the Restricted Subsidiaries may engage in Asset Sales involving $10.0 million or more without complying with clause (b) of the first sentence of this paragraph. Notwithstanding the foregoing, the Company or such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds of any Asset Sale within 365 days of receipt thereof to repay Senior Indebtedness and permanently reduce any related commitment, (ii) apply such Net Cash Proceeds to repay Specified Indebtedness and, by written notice to the Trustee and the holders (the "Permitted Debt Reduction"), elect to permanently reduce the amount of Specified Indebtedness that may be incurred as Permitted Indebtedness under Section 10.11 by an amount equal to the amount of such Net Cash Proceeds, (iii) apply such Net Proceeds to acquire, construct or improve properties and capital assets to be used on a Permitted Business within 365 days after the receipt thereof or (iv) any combination of the foregoing. 109 To the extent that all or part of the Net Cash Proceeds of any Asset Sale are not applied within 365 days of such Asset Sale as described in clause (i), (ii) or (iii) of the immediately preceding paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 20 days after such 365th day, make an offer to purchase ("Offer to Purchase") all outstanding Securities up to a maximum principal amount of Securities equal to the Note Pro Rata Share, at a purchase price in cash equal to 100% of the principal amount of Securities, plus accrued and unpaid interest (including Additional Interest, if any) thereon, if any, to the Purchase Date; provided, however, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $10.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph. In the event that the terms of any Other Pari Passu Indebtedness requires that an offer to purchase be made to repurchase such Indebtedness upon the consummation of any Asset Sale (the "Other Indebtedness"), the Company may use the Unutilized Net Cash Proceeds otherwise required to be used to make an Offer to Purchase or to retire such Other Pari Passu Indebtedness and to make an Offer to Purchase so long as the amount of such Unutilized Net Cash Proceeds available to be applied to purchase the Securities is not less than the Note Pro Rata Share. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Offer to Purchase in respect thereof at the same time as the analogous offer to purchase is made under any Other Indebtedness and the Purchase Date in respect thereof shall be the same under this Indenture as the Purchase Date in respect thereof pursuant to any Other Indebtedness. With respect to any Offer to Purchase effected pursuant to this covenant, to the extent that the principal amount of the Securities tendered pursuant to such Offer to Purchase exceeds the Note Pro Rata Share to be applied to the purchase thereof, such Securities shall be purchased pro rata based on the principal amount of such Securities tendered by each holder. The notice, which shall govern the terms of the Offer to Purchase, shall include such disclosures as are required by law and shall state: 110 (a) that the Offer to Purchase is being made pursuant to this Section 10.18 and that all Securities tendered into the Offer to Purchase will be accepted for payment;
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Sources: Indenture (Golden Sky Systems Inc)
Disposition of Proceeds of Asset Sales. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make any Asset Sale Sale, unless (ai) 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 of the assets sold or otherwise disposed of and (bii) either (A) at least 8575% of such consideration consists of cash or Cash Equivalents or (B) at least 75% of such consideration consists of (A) cash or Cash Equivalents, (Bx) properties and capital assets (including franchises and licenses required to own or operate such properties) to be used in a Permitted Business and/or the same lines of business being conducted by the Company or any Restricted Subsidiary at such time or (Cy) Equity Interests in one or more Persons that are primarily engaged in a Permitted Business so long as upon the consummation of any sale in accordance with this clause (C), such Person becomes a which thereby become Wholly Owned Restricted Subsidiary; provided, however, that, in the case of sales pursuant to clauses (B) and (C) not involving solely an exchange of a Permitted Business and cash (if any), if the Fair Market Value of the Subsidiaries whose assets sold or otherwise disposed of in a single transaction or series of transactions exceeds $5.0 million, the Company shall be required to obtain the written opinion from an Independent Financial Advisor 108 (and file such opinion with the Trustee) stating that the terms consist primarily of such Asset Sale are fair, from a financial point of view, to the Company or the Restricted Subsidiary involved in such Asset Saleproperties and capital assets. The amount of any (i) Indebtedness (other than any Subordinated Indebtedness) liabilities of the Company or any Restricted Subsidiary that is are actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully released shall be deemed to be cash for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries and (ii) notes or other similar obligations received by the Company or the Restricted Subsidiaries from such transferee that are immediately converted, sold or exchanged converted (or are converted, sold or exchanged converted within thirty days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. Notwithstanding the foregoing, during the term of the Securities, the Company and the Restricted Subsidiaries may engage in Asset Sales involving $10.0 million or more without complying with clause (b) of the first sentence of this paragraph. Notwithstanding the foregoing, the Company or such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds of any Asset Sale within 365 days of receipt thereof to repay Senior Indebtedness and permanently reduce any related commitment, (ii) apply such Net Cash Proceeds to repay Specified Indebtedness and, by written notice to the Trustee and the holders (the "Permitted Debt Reduction"), elect to permanently reduce the amount of Specified Indebtedness that may be incurred as Permitted Indebtedness under Section 10.11 by an amount equal to the amount of such Net Cash Proceeds, (iii) apply such Net Proceeds to acquire, construct or improve properties and capital assets to be used on a Permitted Business within 365 days after the receipt thereof or (iv) any combination of the foregoing. 109 To the extent that all or part of the Net Cash Proceeds of any Asset Sale are not applied within 365 days of such Asset Sale as described in clause (i), (ii) or (iii) of the immediately preceding paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 20 days after such 365th day, make an offer to purchase ("Offer to Purchase") all outstanding Securities up to a maximum principal amount of Securities equal to the Note Pro Rata Share, at a purchase price in cash equal to 100% of the principal amount of Securities, plus accrued and unpaid interest (including Additional Interest, if any) thereon, if any, to the Purchase Date; provided, however, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $10.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph. In the event that the terms of any Other Pari Passu Indebtedness requires that an offer to purchase be made to repurchase such Indebtedness upon the consummation of any Asset Sale (the "Other Indebtedness"), the Company may use the Unutilized Net Cash Proceeds otherwise required to be used to make an Offer to Purchase or to retire such Other Pari Passu Indebtedness and to make an Offer to Purchase so long as the amount of such Unutilized Net Cash Proceeds available to be applied to purchase the Securities is not less than the Note Pro Rata Share. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Offer to Purchase in respect thereof at the same time as the analogous offer to purchase is made under any Other Indebtedness and the Purchase Date in respect thereof shall be the same under this Indenture as the Purchase Date in respect thereof pursuant to any Other Indebtedness. With respect to any Offer to Purchase effected pursuant to this covenant, to the extent that the principal amount of the Securities tendered pursuant to such Offer to Purchase exceeds the Note Pro Rata Share to be applied to the purchase thereof, such Securities shall be purchased pro rata based on the principal amount of such Securities tendered by each holder. The notice, which shall govern the terms of the Offer to Purchase, shall include such disclosures as are required by law and shall state: 110
(a) that the Offer to Purchase is being made pursuant to this Section 10.18 and that all Securities tendered into the Offer to Purchase will be accepted for payment;.
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Disposition of Proceeds of Asset Sales. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make any Asset Sale Sale, unless (ai) 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 of the assets sold or otherwise disposed of and (bii) either (A) at least 8575% of such consideration consists of cash or Cash Equivalents or (B) at least 75% of such consideration consists of (A) cash or Cash Equivalents, (Bx) properties and capital assets (including franchises and licenses required to own or operate such properties) to be used in a Permitted Business and/or the same lines of business being conducted by the Company or any Restricted Subsidiary at such time or (Cy) Equity Interests in one or more Persons that are primarily engaged in a Permitted Business so long as upon the consummation of any sale in accordance with this clause (C), such Person becomes a which thereby become Wholly Owned Restricted Subsidiary; provided, however, that, in the case of sales pursuant to clauses (B) and (C) not involving solely an exchange of a Permitted Business and cash (if any), if the Fair Market Value of the Subsidiaries whose assets sold or otherwise disposed of in a single transaction or series of transactions exceeds $5.0 million, the Company shall be required to obtain the written opinion from an Independent Financial Advisor 108 (and file such opinion with the Trustee) stating that the terms consist primarily of such Asset Sale are fair, from a financial point of view, to the Company or the Restricted Subsidiary involved in such Asset Saleproperties and capital assets. The amount of any (i) Indebtedness (other than any Subordinated Indebtedness) liabilities of the Company or any Restricted Restrict ed Subsidiary that is are actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully released shall be deemed to be cash for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries and (ii) notes or other similar obligations received by the Company or the Restricted Subsidiaries from such transferee that are immediately converted, sold or exchanged converted (or are converted, sold or exchanged converted within thirty days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. Notwithstanding the foregoing, during the term of the Securities, the Company and the Restricted Subsidiaries may engage in Asset Sales involving $10.0 million or more without complying with clause (b) of the first sentence of this paragraph. Notwithstanding the foregoing, the The Company or such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds of any Asset Sale within 365 days of receipt thereof to repay Senior (x) Indebtedness and of the Company secured by a Lien on the property or assets subject to such Asset Sale or (y) Indebtedness of any Restricted Subsidiary and, in each case permanently reduce any related commitment; provided, however, that if Indebtedness under the -------- ------- revolving credit portion of the Senior Credit Facility is repaid, the Company need not reduce the commitments for such revolving credit portion, or (ii) apply such Net Cash Proceeds to repay Specified Indebtedness and, by written notice to the Trustee and the holders (the "Permitted Debt Reduction"), elect to permanently reduce the amount of Specified Indebtedness that may be incurred as Permitted Indebtedness under Section 10.11 by an amount equal to the amount of such Net Cash Proceeds, (iii) apply such Net Proceeds commit in writing to acquire, construct or improve properties and capital assets (including franchises and licenses required to own or operate any such assets or properties) to be used on a Permitted Business in the same line of business being conducted by the Company or any Restricted Subsidiary at such time and so apply such Net Cash Proceeds within 365 days after of the receipt thereof or (iv) any combination of the foregoingthereof. 109 To the extent that all or part of the Net Cash Proceeds of any Asset Sale are not so applied within 365 days of such Asset Sale as described in clause (i), (ii) or (iii) of the immediately preceding paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 20 30 days after of such ---------------------------- 365th day, make an offer to purchase ("Offer to Purchase") Purchase from all outstanding Securities up to a maximum principal amount Holders of Securities with an aggregate Accreted Value as of such Purchase Date equal to the Note Pro Rata Sharesuch Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount of Securities, such Accreted Value thereof plus accrued and unpaid interest (including Additional Interest, if any) thereoninterest, if any, to the applicable Purchase Date; provided, however, that the Offer to Purchase may be deferred until there -------- ------- are aggregate Unutilized Net Cash Proceeds equal to or in excess of $10.0 5.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $10.0 5.0 million, shall be applied as required pursuant to this paragraph. In the event that any other Indebtedness of the terms of any Other Pari Passu Indebtedness Company which ranks pari passu with the Securities requires that the repayment or ---- ----- prepayment thereof, or an offer to purchase to be made to repurchase such Indebtedness Indebtedness, upon the consummation of any Asset Sale (the "Other Indebtedness")Sale, the Company may use apply the Unutilized Net Cash Proceeds otherwise required to be used applied to make an Offer to Purchase to repay, prepay or offer to retire purchase such Other Pari Passu other Indebtedness and to make an Offer to Purchase so long as pro rata based upon (i) the aggregate Accreted Value of --- ---- the Securities then outstanding on the applicable Purchase Date and (ii) the aggregate principal amount (or accreted amount, if less) of such Unutilized Net Cash Proceeds available other Indebtedness then outstanding on such Purchase Date. The Offer to Purchase shall remain open for a period of 20 Business Days or such longer period as may be applied required by law. To the extent the aggregate Accreted Value of Securities tendered pursuant to purchase the Securities is not less than Offer to Purchase exceeds the Note Pro Rata Share. With respect to any Unutilized Net Cash Proceeds, Securities shall be purchased among Holders on a proportionate basis (based on the relative aggregate Accreted Value of Securities validly tendered for purchase by Holders thereof). To the extent the Unutilized Net Cash Proceeds exceed the aggregate Accreted Value of Securities tendered by the Holders of the Securities pursuant to the Offer to Purchase, the Company may retain and utilize any portion of the Unutilized Net Cash Proceeds not applied to repurchase the Securities for any purpose consistent with the other terms of this Indenture. In the event that the Company makes an Offer to Purchase the Securities, the Company shall make comply with any applicable securities laws and regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under, the Offer to Purchase in respect thereof at Exchange Act and any violation of the same time as the analogous offer to purchase is made under any Other Indebtedness and the Purchase Date in respect thereof shall be the same under provisions of this Indenture as the Purchase Date in respect thereof pursuant to any Other Indebtedness. With respect to any Offer to Purchase effected pursuant to this covenant, to the extent that the principal amount of the Securities tendered pursuant relating to such Offer to Purchase exceeds occurring as a result of such compliance shall not be deemed an Event of Default or an event that with the Note Pro Rata Share passing of time or giving of notice, or both, would constitute an Event of Default.
(b) The Company will mail the Offer for an Offer to be applied Purchase required pursuant to Section 4.05(a) not more than 395 days after consummation of the purchase thereof, such Securities Asset Sale resulting in the Offer to Purchase. Each Holder shall be purchased pro rata based on entitled to tender all or any portion of the principal amount of Securities owned by such Securities tendered by each holder. The notice, which shall govern the terms of Holder pursuant to the Offer to Purchase, shall include such disclosures as are required by law subject to the requirement that any portion of a Security not tendered must be in an integral multiple of $1,000 Principal Amount at Maturity and shall state: 110subject to any proration of the Offer among tendering Holders.
(ac) that Not later than the date of the Offer with respect to an Offer to Purchase is being made pursuant to this Section 10.18 and that all Securities tendered into 4.05, the Company shall deliver to the Trustee an Officers' Certificate as to the Purchase Amount. On or prior to the Purchase Date specified in the Offer to Purchase, the Company shall (i) accept for payment (on a pro rata basis, if necessary) Securities or portions thereof validly tendered pursuant to such Offer, (ii) deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.04) money sufficient to pay the Purchase will 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;payment by the Company. The Paying Agent (or the Company, 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 a new Security or Securities equal in Principal Amount at Maturity to any unpurchased portion of the Security surrendered as requested by the Holder. Any Security not accepted for payment shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer on or as soon as practicable after the Purchase Date.
Appears in 1 contract
Disposition of Proceeds of Asset Sales. (a) The Company Issuer will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, and will to the fullest extent of the rights available to it under the relevant contractual and organizational documents not permit its Significant Joint Ventures to, make any Asset Sale unless (a) the Company Issuer or such Restricted Subsidiaryentity, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 85% 75 per cent. of such consideration consists of (A) cash or Cash EquivalentsEquivalents or the assumption of Indebtedness of the Issuer or such Subsidiary or such Significant Joint Venture or other obligations relating to such assets and release from all liability on the Indebtedness or other obligations assumed, or such consideration consists of (Bx) properties property or assets that will be owned by the Issuer, or a Subsidiary or a Significant Joint Venture of the Issuer and capital assets are to be used in a Permitted Business and/or telecommunications business or in related activities or services that thereafter will be conducted by the Issuer or such Subsidiary or such Significant Joint Venture or (Cy) Equity Interests in one Capital Stock or more Persons that other securities issued by a party to the transaction or an Affiliate thereof, which Capital Stock or other securities are primarily engaged in a Permitted Business so long as upon freely tradeable and which are sold for cash within 90 days of the consummation of any sale in accordance with this clause (C), such Person becomes a Wholly Owned Restricted Subsidiary; provided, however, that, in the case of sales pursuant to clauses (B) and (C) not involving solely an exchange of a Permitted Business and cash (if any), if the Fair Market Value of the assets sold or otherwise disposed of in a single transaction or series of transactions exceeds $5.0 million, the Company shall be required to obtain the written opinion from an Independent Financial Advisor 108 (and file such opinion with the Trustee) stating that the terms of such Asset Sale are fair, from a financial point of view, to the Company or the Restricted Subsidiary involved in such Asset Saleconnection with which they were acquired. The amount of any (i) Indebtedness (other than any Subordinated Indebtedness) of the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully released shall be deemed to be cash for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries and (ii) notes or other similar obligations received by the Company or the Restricted Subsidiaries from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within thirty days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. Notwithstanding the foregoing, during the term of the Securities, the Company and the Restricted Subsidiaries may engage in Asset Sales involving $10.0 million or more without complying with clause (b) of the first sentence of this paragraph. Notwithstanding the foregoing, the Company or such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds of any Asset Sale within 365 days of receipt thereof to repay Senior Indebtedness and permanently reduce any related commitment, (ii) apply such Net Cash Proceeds to repay Specified Indebtedness and, by written notice to the Trustee and the holders (the "Permitted Debt Reduction"), elect to permanently reduce the amount of Specified Indebtedness that may be incurred as Permitted Indebtedness under Section 10.11 by an amount equal to the amount of such Net Cash Proceeds, (iii) apply such Net Proceeds to acquire, construct or improve properties and capital assets to be used on a Permitted Business within 365 days after the receipt thereof or (iv) any combination of the foregoing. 109 To the extent that all or part of the Net Cash Proceeds of any Asset Sale are not required to be applied to repay, and permanently reduce the commitments under, Senior Indebtedness or Indebtedness of a Subsidiary or Indebtedness of a Significant Joint Venture or are not so applied, the Issuer or such entity, as the case may be, within 365 360 days of such Asset Sale as described in clause (i)Sale, (ii) or (iii) of the immediately preceding paragraph (will apply such Net Cash Proceeds, Proceeds to an investment in properties and assets that replace the "Unutilized Net Cash Proceeds"), properties and assets that were the Company shall, within 20 days after subject of such 365th day, make an offer to purchase ("Offer to Purchase") all outstanding Securities up to a maximum principal amount of Securities equal to the Note Pro Rata Share, at a purchase price in cash equal to 100% of the principal amount of Securities, plus accrued and unpaid interest (including Additional Interest, if any) thereon, if any, to the Purchase Date; provided, however, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to Asset Sale or in excess of $10.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, properties and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph. In the event that the terms of any Other Pari Passu Indebtedness requires that an offer to purchase be made to repurchase such Indebtedness upon the consummation of any Asset Sale (the "Other Indebtedness"), the Company may use the Unutilized Net Cash Proceeds otherwise required to be used to make an Offer to Purchase or to retire such Other Pari Passu Indebtedness and to make an Offer to Purchase so long as the amount of such Unutilized Net Cash Proceeds available to be applied to purchase the Securities is not less than the Note Pro Rata Share. With respect to any Unutilized Net Cash Proceeds, the Company shall make the Offer to Purchase in respect thereof at the same time as the analogous offer to purchase is made under any Other Indebtedness and the Purchase Date in respect thereof shall be the same under this Indenture as the Purchase Date in respect thereof pursuant to any Other Indebtedness. With respect to any Offer to Purchase effected pursuant to this covenant, to the extent that the principal amount of the Securities tendered pursuant to such Offer to Purchase exceeds the Note Pro Rata Share to be applied to the purchase thereof, such Securities shall be purchased pro rata based on the principal amount of such Securities tendered by each holder. The notice, which shall govern the terms of the Offer to Purchase, shall include such disclosures as are required by law and shall state: 110
(a) that the Offer to Purchase is being made pursuant to this Section 10.18 and that all Securities tendered into the Offer to Purchase will be accepted for payment;assets that
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