This excerpt taken from the SANM 10-Q filed Dec 13, 2006.
(b) The Company shall not, and shall not permit any Subsidiary to, consummate any Asset Sale unless:
(1) the Company or such Subsidiary receives consideration in connection with such Asset Sale at least equal to the Fair Market Value of the property subject to such Asset Sale;
(2) at least 75% of the consideration received by the Company or such Subsidiary in connection with such Asset Sale is in the form of any one or a combination of the following: (A) Cash, Cash Equivalents or Additional Assets, (B) the assumption by the purchaser of liabilities of the Company or any Subsidiary in the amounts as shown on the latest consolidated balance sheet on which such liability appears (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations hereunder), as a result of which the Company and the Subsidiaries are no longer obligated with respect to such liabilities, (C) securities, notes or other obligations received by the Company or such Subsidiary to the extent such securities, notes or other obligations are converted by the Company or such Subsidiary into Cash, Cash Equivalents or Additional Assets within 90 days of such Asset Sale, and (D) Indebtedness of a Subsidiary that is no longer a Subsidiary as a result of such Asset Sale if the Company and all of its Subsidiaries immediately are released from all guarantees, if any, of payments or other obligations with respect to such Indebtedness and such Indebtedness is no longer the liability of the Company or any of its Subsidiaries; and
(3) in connection with any Asset Sale for consideration with a value in excess of $50.0 million, the Company delivers an Officers Certificate to the Administrative Agent certifying that such Asset Sale complies with clauses (1) and (2) of subsection (b) of this Section.