KENTUCKY PUBLIC
UTILITIES COMMISSION; PROVIDED THAT (X) AT THE TIME SUCH CAPITAL EXPENDITURES
MUST BE MADE, CBT IS NOT PERMITTED TO INCUR INDEBTEDNESS UNDER ANY OTHER
PROVISION OF THIS SECTION 5.04 AND DOES NOT HAVE SUFFICIENT INTERNALLY-GENERATED
FUNDS TO MAKE SUCH CAPITAL EXPENDITURES AND (Y) THE AGGREGATE AMOUNT OF SUCH
INDEBTEDNESS AT ANY ONE TIME OUTSTANDING, TOGETHER WITH ALL INDEBTEDNESS
OUTSTANDING PURSUANT TO SECTION 5.04(B)(III)(A) DOES NOT EXCEED THE APPLICABLE
CAPITAL LEASE AMOUNT;
(XXI)
THE INCURRENCE OF ATTRIBUTABLE DEBT WITH RESPECT TO SALE AND
LEASEBACK TRANSACTIONS BY CBW AND CBT OF TOWERS AND ASSOCIATED EQUIPMENT,
CABLING, ANTENNAE AND OTHER APPURTENANCES THERETO, IN EACH CASE, USED IN THE
OPERATION OF CBW'S WIRELESS BUSINESS; PROVIDED THAT THE PROCEEDS OF SUCH
INDEBTEDNESS SHALL BE USED TO PREPAY INDEBTEDNESS UNDER THE CREDIT AGREEMENT IN
ACCORDANCE WITH SECTION 5.05;
(XXII)
IN THE CASE OF CBW CO., THE INCURRENCE OF INDEBTEDNESS SECURED BY,
AND RECOURSE ONLY TO, THE SPECTRUM ASSETS NOT TO EXCEED $60,000,000 IN AGGREGATE
PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING; PROVIDED THAT THE PROCEEDS OF SUCH
INDEBTEDNESS SHALL BE USED TO PREPAY INDEBTEDNESS UNDER THE CREDIT AGREEMENT;
AND
(XXIII)
THE INCURRENCE ON THE CLOSING DATE OF THE ALTERNATIVE MEZZANINE
DEBT.
(C)
FOR PURPOSES OF DETERMINING COMPLIANCE WITH THIS SECTION 5.04, IN
THE EVENT THAT AN ITEM OF INDEBTEDNESS MEETS THE CRITERIA OF MORE THAN ONE OF
THE CATEGORIES OF INDEBTEDNESS DESCRIBED IN CLAUSES (I) THROUGH (XXI) OF THE
IMMEDIATELY PRECEDING PARAGRAPH OR IS ENTITLED TO BE INCURRED PURSUANT TO
SECTION 5.04(A), THE COMPANY SHALL, IN ITS SOLE DISCRETION, CLASSIFY (OR LATER
RECLASSIFY) SUCH ITEM OF INDEBTEDNESS IN ANY MANNER THAT COMPLIES WITH
SECTION 5.04 AND WILL ONLY BE REQUIRED TO INCLUDE THE AMOUNT AND TYPE OF SUCH
INDEBTEDNESS IN ONE OF SUCH CLAUSES OF SECTION 5.04(B) OR PURSUANT TO SECTION
5.04(A).
ACCRUAL OF INTEREST, ACCRETION OF ACCRETED VALUE, AMORTIZATION OF
ORIGINAL ISSUE DISCOUNT, THE PAYMENT OF INTEREST ON ANY INDEBTEDNESS IN THE FORM
OF ADDITIONAL INDEBTEDNESS WITH THE SAME TERMS AS THE INDEBTEDNESS ON WHICH SUCH
INTEREST IS BEING PAID AND ANY OTHER ISSUANCE OF SECURITIES PAID-IN-KIND SHALL
NOT BE DEEMED TO BE AN INCURRENCE OF INDEBTEDNESS FOR PURPOSES OF SECTION 5.04.
IN ADDITION, THE COMPANY MAY, AT ANY TIME, CHANGE THE CLASSIFICATION OF AN ITEM
OF INDEBTEDNESS (OR ANY PORTION THEREOF) TO ANY OTHER CLAUSE OF SECTION 5.04(B)
OR TO INDEBTEDNESS PROPERLY INCURRED UNDER SECTION 5.04(A) PROVIDED THAT THE
COMPANY WOULD BE PERMITTED TO INCUR SUCH ITEM OF INDEBTEDNESS (OR PORTION
THEREOF) PURSUANT TO SUCH OTHER CLAUSE OF THIS SECTION 5.04(B) OR SECTION
5.04(A), AS THE CASE MAY BE, AT SUCH TIME OF RECLASSIFICATION.
50
(D)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE COMPANY SHALL
NOT, AND SHALL NOT PERMIT ANY OF ITS RESTRICTED SUBSIDIARIES TO, INCUR OR PERMIT
TO EXIST ANY INDEBTEDNESS ENTERED INTO AFTER THE DATE OF THIS INDENTURE UNLESS,
SUBJECT TO THE PROVISO OF CLAUSE (I) TO THE DEFINITION OF THE "UNRESTRICTED
SUBSIDIARY," THE DOCUMENTS GOVERNING SUCH INDEBTEDNESS DESIGNATE EACH MEMBER OF
THE BCI GROUP AS AN "UNRESTRICTED SUBSIDIARY"