Common use of Indebtedness; Preferred Stock Clause in Contracts

Indebtedness; Preferred Stock. Create, incur, assume or suffer to exist any Indebtedness or Preferred Stock, except: (a) Indebtedness under the Second Lien Credit Agreement (as defined in clause (i) of the definition of such term) in an aggregate principal amount not to exceed $170,000,000 and Refinancing Indebtedness in respect thereof; provided that (i) any such Refinancing Indebtedness otherwise complies with the Intercreditor Agreement and (ii) if such Refinancing Indebtedness is secured, the lenders thereof (or an agent on their behalf) become party to the Intercreditor Agreement on terms substantially identical to those applicable to the then-existing Second Lien Secured Parties; (b) Indebtedness under the Loan Documents (including any guarantees hereof and the Incremental Facility); (c) Contingent Obligations permitted by Section 6.03; (d) Indebtedness permitted by Section 6.06(b); (e) other Indebtedness of Borrower and the Subsidiary Guarantors in an aggregate principal amount not to exceed $15,000,000 at any time outstanding; (f) Indebtedness of Borrower and its Subsidiaries in respect of Financing Leases and Purchase Money Indebtedness of Borrower and its Subsidiaries to finance the purchase of fixed or capital assets in an amount which shall not exceed the purchase price of the assets purchased, and Refinancings thereof, in an aggregate principal amount not to exceed $15,000,000 at any one time outstanding; (g) Indebtedness in connection with surety (or similar) bonds, letters of credit, bank guarantees and performance bonds and other similar obligations obtained in the ordinary course of business in connection with workers’ compensation, health, disability or other employee benefits, environmental obligations or property, casualty or liability insurance of Borrower and its Subsidiaries and in connection with other surety and performance bonds in the ordinary course of business; (h) Indebtedness under Hedging Agreements permitted by Section 6.08; (i) Indebtedness consisting of promissory notes issued to current or former directors, consultants, managers, officers and employees (including, “employees” as defined in Section 6.11(c)) or former employees of Holdco, Borrower or any Subsidiary or their spouses or estates to purchase or redeem Equity Interests of Holdco which promissory notes are issued in accordance with Section 6.11(c); (j) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations in connection with Acquisitions or dispositions of any business, assets or Subsidiary of Borrower, other than Indebtedness incurred for the purpose of financing any such Acquisition; (k) Indebtedness and cash management obligations in respect of netting services and otherwise in connection with cash management deposit accounts; provided that such Indebtedness and obligations remain outstanding for not more than ten Business Days; (l) Subordinated Indebtedness of Holdco to its Parent in an aggregate principal amount not to exceed the amount of Dividend Payments that Borrower would be permitted to make to Holdco pursuant to Section 6.11; provided that Borrower shall be deemed to have made Dividend Payments under Section 6.11 equal to the amount of Indebtedness so incurred; (m) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary of Borrower after the Closing Date as the result of a Permitted Acquisition, in an aggregate amount not to exceed, at the time of such incurrence, the greater of (x) $50,000,000 and (y) 3.5% of Consolidated Total Assets of the Borrower at any one time outstanding, provided that (x) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof and (y) such Indebtedness is not guaranteed in any respect by Holdco, Borrower or any Subsidiary (other than by any Person so acquired); (n) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; (o) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in paragraphs (a) through (n) above; (p) Indebtedness in respect of deferred compensation to employees of Borrower incurred in the ordinary course of business; (q) Indebtedness representing the Minimum Cash Balance (as such term is defined in the Merger Agreement); (r) intercompany Indebtedness among the Loan Parties; (s) Borrower may and its Subsidiaries may issue any preferred stock or other preferred Equity Interests, that is (i) non-cash pay Preferred Stock of Borrower, issued to Holdco and pledged pursuant to the Security Agreement or (ii) preferred stock or other preferred Equity Interests of a Subsidiary, issued to a Loan Party and pledged pursuant to the Security Agreement; (t) Subordinated Indebtedness in an aggregate amount not to exceed $200,000,000 at any one time outstanding, so long as after giving effect to the incurrence on a Pro Forma Basis, Borrower shall be in compliance with all covenants set forth in Section 6.09 as of the most recent Test Period; (u) Indebtedness consisting of Attributable Indebtedness so long as after giving effect to the incurrence on a Pro Forma Basis, Borrower shall be in compliance with all covenants set forth in Section 6.09 as of the most recent Test Period; (v) earnout obligations and working capital adjustments under the LLC Agreement or in connection with any Permitted Acquisitions; and (w) Indebtedness existing on the Closing Date as set forth in Schedule 6.01(w). Holdco and Borrower hereby agree that they shall not, and shall not permit any of their Subsidiaries to, designate, or permit or suffer to exist the designation of, any Indebtedness or other obligation (other than the Secured Obligations) as “Designated Senior Indebtedness” (or any comparable designation that confers upon the holders of such Indebtedness or other obligation (or any Person acting on their behalf) the right to initiate payment blockage periods) under any Contractual Obligation to which Holdco, Borrower and/or any Subsidiary is bound.

Indebtedness; Preferred Stock. Create, incur, assume or suffer to exist any Indebtedness or Preferred Stock, except: (a) Indebtedness under the Second First Lien Credit Agreement (as defined in clause (i) of the definition of such term) in an aggregate principal amount not to exceed $170,000,000 and Refinancing Indebtedness in respect thereof; provided that (i) Maximum First Lien Credit Agreement Amount at any such Refinancing Indebtedness otherwise complies with the Intercreditor Agreement and (ii) if such Refinancing Indebtedness is secured, the lenders thereof (or an agent on their behalf) become party to the Intercreditor Agreement on terms substantially identical to those applicable to the then-existing Second Lien Secured Partiesone time outstanding; (b) Indebtedness under the Loan Documents (including any guarantees hereof and the Incremental Facilityhereof); (c) Contingent Obligations permitted by Section 6.03; (d) Indebtedness permitted by Section 6.06(b); (e) other Indebtedness of Borrower and the Subsidiary Guarantors in an aggregate principal amount not to exceed $15,000,000 22,000,000 at any time outstanding; (f) Indebtedness of Borrower and its Subsidiaries in respect of Financing Leases and Purchase Money Indebtedness of Borrower and its Subsidiaries to finance the purchase of fixed or capital assets in an amount which shall not exceed the purchase price of the assets purchased, and Refinancings thereof, in an aggregate principal amount not to exceed $15,000,000 22,000,000 at any one time outstanding; (g) Indebtedness in connection with surety (or similar) bonds, letters of credit, bank guarantees and performance bonds and other similar obligations obtained in the ordinary course of business in connection with workers’ compensation, health, disability or other employee benefits, environmental obligations or property, casualty or liability insurance of Borrower and its Subsidiaries and in connection with other surety and performance bonds in the ordinary course of business; (h) Indebtedness under Hedging Agreements permitted by Section 6.08; (i) Indebtedness consisting of promissory notes issued to current or former directors, consultants, managers, officers and employees (including, “employees” as defined in Section 6.11(c)) or former employees of Holdco, Borrower or any Subsidiary or their spouses or estates to purchase or redeem Equity Interests of Holdco which promissory notes are issued in accordance with Section 6.11(c); (j) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations in connection with Acquisitions or dispositions of any business, assets or Subsidiary of Borrower, other than Indebtedness incurred for the purpose of financing any such Acquisition; (k) Indebtedness and cash management obligations in respect of netting services and otherwise in connection with cash management deposit accounts; provided that such Indebtedness and obligations remain outstanding for not more than ten Business Days; (l) Subordinated Indebtedness of Holdco to its Parent in an aggregate principal amount not to exceed the amount of Dividend Payments that Borrower would be permitted to make to Holdco pursuant to Section 6.11; provided that Borrower shall be deemed to have made Dividend Payments under Section 6.11 equal to the amount of Indebtedness so incurred; (m) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary of Borrower after the Closing Date as the result of a Permitted Acquisition, in an aggregate amount not to exceed, at the time of such incurrence, the greater of (x) $50,000,000 60,000,000 and (y) 3.53.75% of Consolidated Total Assets of the Borrower at any one time outstanding, provided that (x) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof and (y) such Indebtedness is not guaranteed in any respect by Holdco, Borrower or any Subsidiary (other than by any Person so acquired); (n) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; (o) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in paragraphs (a) through (n) above; (p) Indebtedness in respect of deferred compensation to employees of Borrower incurred in the ordinary course of business; (q) Indebtedness representing the Minimum Cash Balance (as such term is defined in the Merger Agreement); (r) intercompany Indebtedness among the Loan Parties; (s) Borrower may and its Subsidiaries may issue any preferred stock or other preferred Equity Interests, that is (i) non-cash pay Preferred Stock of Borrower, issued to Holdco and pledged pursuant to the Security Agreement or (ii) preferred stock or other preferred Equity Interests of a Subsidiary, issued to a Loan Party and pledged pursuant to the Security Agreement; (t) Subordinated Indebtedness in an aggregate amount not to exceed $200,000,000 at any one time outstanding, so long as after giving effect to the incurrence on a Pro Forma Basis, Borrower shall be in compliance with all covenants set forth in Section 6.09 as of the most recent Test Period; (u) Indebtedness consisting of Attributable Indebtedness so long as after giving effect to the incurrence on a Pro Forma Basis, Borrower shall be in compliance with all covenants set forth in Section 6.09 as of the most recent Test Period; (v) earnout obligations and working capital adjustments under the LLC Agreement or in connection with any Permitted Acquisitions; and (w) Indebtedness existing on the Closing Date as set forth in Schedule 6.01(w). Holdco and Borrower hereby agree that they shall not, and shall not permit any of their Subsidiaries to, designate, or permit or suffer to exist the designation of, any Indebtedness or other obligation (other than the Secured Obligations and the First Lien Obligations) as “Designated Senior Indebtedness” (or any comparable designation that confers upon the holders of such Indebtedness or other obligation (or any Person acting on their behalf) the right to initiate payment blockage periods) under any Contractual Obligation to which Holdco, Borrower and/or any Subsidiary is bound.

Indebtedness; Preferred Stock. CreateThe Borrower will not, nor ----------------------------- will it permit any Subsidiary Loan Party to, create, incur, assume or suffer permit to exist any Indebtedness or Preferred Stockissue any preferred stock, except: (a) Indebtedness created under the Second Lien Credit Agreement (as defined in clause (i) of the definition of such term) in an aggregate principal amount not to exceed $170,000,000 Loan Documents and Refinancing Indebtedness in respect thereof; provided that (i) any such Refinancing Indebtedness otherwise complies with the Intercreditor Agreement and (ii) if such Refinancing Indebtedness is secured, the lenders thereof (or an agent on their behalf) become party to the Intercreditor Agreement on terms substantially identical to those applicable to the then-existing Second Lien other Eligible Secured PartiesDebt; (b) subject to Section 6.04, Indebtedness under of the Loan Documents (including Borrower to any guarantees hereof ------------ Subsidiary and of any Subsidiary to the Incremental Facility)Borrower or any other Subsidiary; (c) Contingent Obligations permitted subject to Section 6.04, Guarantees by Section 6.03the Borrower of Indebtedness of ------------ of any Subsidiary; (d) Indebtedness permitted of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets by Section 6.06(b); the Borrower or such Subsidiary (e) other Indebtedness than assets that are an integral part of any of the telecommunications or data network systems of the Borrower and its Subsidiaries or other assets that become accessions to such assets or the Subsidiary Guarantors removal or loss of which would adversely affect the value of any such assets), including Capital Lease Obligations and any Indebtedness assumed in an connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that (A) such Indebtedness is -------- incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (B) any such Indebtedness incurred in connection with any particular acquisition, construction or improvement shall not exceed 90% of the cost of such acquisition, construction or improvement; provided further that the aggregate principal amount of such Indebtedness (and Indebtedness incurred to refinance such Indebtedness permitted by clause (f) ---------- below) shall not to exceed $15,000,000 10,000,000 at any time outstanding; (e) Indebtedness outstanding on the Effective Date and set forth on Schedule 6.01; ------------- (f) Indebtedness of the Borrower incurred to refinance any Indebtedness referred to in clause (d) or (e) above and its Subsidiaries in respect of Financing Leases and Purchase Money Indebtedness of Borrower and its Subsidiaries any Subsidiary ---------- --- incurred to finance refinance any Indebtedness of such Subsidiary referred to in clause ------ (d) or (e) above; provided that (i) the purchase principal amount of fixed or capital assets in an amount which shall any such --- --- -------- Indebtedness does not exceed the purchase price principal amount of, plus accrued interest and ---- any prepayment premiums applicable to, the Indebtedness refinanced thereby, (ii) any such Indebtedness has a scheduled maturity date that is on or after the scheduled maturity date of the Indebtedness refinanced thereby, (iii) any such Indebtedness has a weighted average life to maturity that is equal to or longer than the remaining weighted average life to maturity of the Indebtedness refinanced thereby (determined immediately prior to giving effect to such refinancing), (iv) any such Indebtedness does not include any provisions that may require mandatory Repayment thereof prior to scheduled maturity, other than scheduled repayments taken into account in determining compliance with clause ------ (iii) above and other provisions that are not materially more burdensome than ----- any such provisions included in the Indebtedness refinanced thereby, (v) any such Indebtedness shall not be secured by any Lien other than Liens on assets purchasedsecuring the Indebtedness being refinanced thereby, and Refinancings thereofshall not be Guaranteed by any Subsidiary other than any Subsidiary that Guaranteed the Indebtedness being refinanced thereby, and (vi) if the Indebtedness being refinanced is subordinated to the Obligations, then such refinancing Indebtedness shall be subordinated to the Obligations on terms no less favorable to the Lenders than the Indebtedness being refinanced; (g) Indebtedness of the Borrower that constitutes a Primary Subordinated Obligation; (h) other unsecured Indebtedness of the Borrower in an aggregate principal amount not to exceed exceeding $15,000,000 5,000,000 at any one time outstanding; (g) Indebtedness in connection with surety (or similar) bonds, letters of credit, bank guarantees and performance bonds and other similar obligations obtained in the ordinary course of business in connection with workers’ compensation, health, disability or other employee benefits, environmental obligations or property, casualty or liability insurance of Borrower and its Subsidiaries and in connection with other surety and performance bonds in the ordinary course of business; (h) Indebtedness under Hedging Agreements permitted by Section 6.08;; and (i) Indebtedness consisting of promissory notes issued to current or former directors, consultants, managers, officers FCC Debt and employees (including, “employees” as defined in Section 6.11(c)) or former employees of Holdco, Borrower or any Subsidiary or their spouses or estates to purchase or redeem Equity Interests of Holdco which promissory notes are issued in accordance with Section 6.11(c); (j) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations in connection with Acquisitions or dispositions Permitted License Acquisition Debt of any business, assets or License Subsidiary incurred to finance the purchase of Borrower, other than Indebtedness incurred for the purpose of financing any FCC License owned by such Acquisition; (k) Indebtedness and cash management obligations in respect of netting services and otherwise in connection with cash management deposit accountsLicense Subsidiary; provided that such Indebtedness and obligations remain outstanding for not more than ten Business Days; (li) Subordinated Indebtedness of Holdco to its Parent in an the aggregate principal amount of FCC Debt -------- and Permitted License Acquisition Debt of any License Subsidiary shall not to exceed 75% of the amount of Dividend Payments that Borrower would be permitted to make to Holdco pursuant to Section 6.11; provided that Borrower shall be deemed to have made Dividend Payments under Section 6.11 equal to the amount of Indebtedness so incurred; (m) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary of Borrower after the Closing Date as the result of a Permitted Acquisition, in an aggregate amount not to exceed, at the time sum of such incurrenceprincipal amount plus the additional cash ---- consideration paid to acquire the FCC License or Licenses acquired by such License Subsidiary, the greater of (x) $50,000,000 and (y) 3.5% of Consolidated Total Assets of the Borrower at any one time outstanding, provided that (x) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof and (y) such Indebtedness is not guaranteed in any respect by Holdco, Borrower or any Subsidiary (other than by any Person so acquired); (n) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; (o) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in paragraphs (a) through (n) above; (p) Indebtedness in respect of deferred compensation to employees of Borrower incurred in the ordinary course of business; (q) Indebtedness representing the Minimum Cash Balance (as such term is defined in the Merger Agreement); (r) intercompany Indebtedness among the Loan Parties; (s) Borrower may and its Subsidiaries may issue any preferred stock or other preferred Equity Interests, that is (i) non-cash pay Preferred Stock of Borrower, issued to Holdco and pledged pursuant to the Security Agreement or (ii) preferred stock or other preferred Equity Interests the aggregate principal amount of a Subsidiary, issued to a Loan Party and pledged pursuant to the Security Agreement; (t) Subordinated Indebtedness in an aggregate amount not to exceed $200,000,000 at any one time outstanding, so long as after giving effect to the incurrence Permitted License Acquisition Debt incurred on a Pro Forma Basis, Borrower shall be in compliance with all covenants set forth in Section 6.09 as cumulative basis during the term of the most recent Test Period; (u) Indebtedness consisting of Attributable Indebtedness so long as after giving effect to the incurrence on a Pro Forma Basis, Borrower shall be in compliance with all covenants set forth in Section 6.09 as of the most recent Test Period; (v) earnout obligations and working capital adjustments under the LLC this Agreement or in connection with any Permitted Acquisitions; and (w) Indebtedness existing on the Closing Date as set forth in Schedule 6.01(w). Holdco and Borrower hereby agree that they shall not, and shall not permit any of their Subsidiaries to, designate, or permit or suffer to exist the designation of, any Indebtedness or other obligation (other than the Secured Obligations) as “Designated Senior Indebtedness” (or any comparable designation that confers upon the holders of such Indebtedness or other obligation (or any Person acting on their behalf) the right to initiate payment blockage periods) under any Contractual Obligation to which Holdco, Borrower and/or any Subsidiary is boundexceed [*].