INCURRENCE OF SUCH INDEBTEDNESS (EXCLUDING PIK AMOUNTS IN RESPECT THEREOF
PAYABLE AFTER THE INITIAL INCURRENCE OF SUCH INDEBTEDNESS), THE CREDIT PARTIES
SHALL (I) HAVE A CONSOLIDATED TOTAL LEVERAGE RATIO OF NOT MORE THAN 6.0 TO 1.0
AND (II) BE IN COMPLIANCE WITH THE FINANCIAL COVENANTS, (D) THE TERMS OF SUCH
INDEBTEDNESS OTHERWISE COMPLY WITH THE PROVISIONS OF THE DEFINITION OF PERMITTED
ADDITIONAL SUBORDINATED DEBT, (E) ALL OF THE PROCEEDS THEREOF SHALL BE APPLIED
(I) CONCURRENTLY WITH THE ISSUANCE THEREOF, TO REFINANCE PERMITTED ADDITIONAL
SUBORDINATED DEBT OF BORROWER OR (II) NOT LATER THAN 90 DAYS AFTER THE DATE OF
ISSUANCE THEREOF, (X) TO FINANCE A PERMITTED ACQUISITION, (Y) TO FINANCE
PERMITTED CONSOLIDATED CAPITAL EXPENDITURES OR (Z) TO PREPAY THE LOANS, AND
(F) BORROWER SHALL HAVE FURNISHED TO AGENT AND LENDERS PRIOR TO THE INCURRENCE
THEREOF A CERTIFICATE FROM A RESPONSIBLE OFFICER OF BORROWER CERTIFYING AS TO
COMPLIANCE WITH THE REQUIREMENTS OF THE PRECEDING CLAUSES (A), (B), (C) AND
(D) AND CONTAINING THE CALCULATIONS DEMONSTRATING COMPLIANCE WITH THE PRECEDING
CLAUSE (C);
(VIII)
INDEBTEDNESS CONSISTING OF INTERCOMPANY LOANS AND
ADVANCES MADE BY A CREDIT PARTY TO ANY OTHER CREDIT PARTY; PROVIDED, THAT:
(A) THE CREDIT PARTY THAT IS THE RECIPIENT OF ANY INTERCOMPANY LOAN OR ADVANCE
(FOR PURPOSES OF THIS PARAGRAPH, THE "OBLIGOR") SHALL HAVE EXECUTED AND
DELIVERED A DEMAND NOTE IN THE FORM OF EXHIBIT 6.3(A)(VIII) (AN "INTERCOMPANY
NOTE") TO EVIDENCE ANY SUCH INTERCOMPANY INDEBTEDNESS OWING AT ANY TIME TO THE
CREDIT PARTY PROVIDING SUCH INTERCOMPANY LOAN OR ADVANCE (FOR PURPOSES OF THIS
PARAGRAPH, THE "HOLDER"), WHICH INTERCOMPANY NOTE SHALL BE PLEDGED AND DELIVERED
TO AGENT PURSUANT TO THE APPLICABLE PLEDGE AGREEMENT OR SECURITY AGREEMENT AS
ADDITIONAL COLLATERAL SECURITY FOR THE OBLIGATIONS (EXCEPT FOR ANY SUCH
INTERCOMPANY NOTE EXECUTED AND DELIVERED TO MID-MISSOURI TELEPHONE);
(B) BORROWER, THE APPLICABLE OBLIGOR AND THE APPLICABLE HOLDER SHALL RECORD ALL
INTERCOMPANY TRANSACTIONS ON ITS RESPECTIVE BOOKS AND RECORDS IN A MANNER
REASONABLY SATISFACTORY TO AGENT; (C) THE OBLIGATIONS OF THE APPLICABLE OBLIGOR
AND THE APPLICABLE HOLDER UNDER ANY SUCH INTERCOMPANY NOTE SHALL BE SUBORDINATED
TO THE OBLIGATIONS OF BORROWER AND EACH OTHER CREDIT PARTY HEREUNDER IN
ACCORDANCE WITH THE TERMS OF THE INTERCOMPANY NOTE; (D) AT THE TIME ANY SUCH
INTERCOMPANY LOAN OR ADVANCE IS MADE BY ANY CREDIT PARTY AND AFTER GIVING EFFECT
THERETO, BORROWER AND SUCH CREDIT PARTY SHALL BE SOLVENT; (E) AGENT HAS NOT
49
DELIVERED A NOTICE TO BORROWER PROHIBITING SUCH INTERCOMPANY LOANS AND ADVANCES
FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF A DEFAULT OR EVENT OF
DEFAULT; AND (F) THE AGGREGATE AMOUNT OF (I) INTERCOMPANY LOANS TO, CAPITAL
CONTRIBUTIONS TO AND OTHER INVESTMENTS IN MID-MISSOURI TELEPHONE SHALL NOT AT
ANY TIME EXCEED $2,000,000 FOR ALL CREDIT PARTIES COMBINED AND (II) INTERCOMPANY
LOANS BY MID-MISSOURI TELEPHONE SHALL NOT AT ANY TIME EXCEED $2,000,000;
(IX)
[INTENTIONALLY OMITTED];
(X)
INDEBTEDNESS CONSTITUTING HEDGING
OBLIGATIONS OF BORROWER REQUIRED OR PERMITTED BY SECTION 5.10;
(XI)
GUARANTEED INDEBTEDNESS PERMITTED BY
SECTION 6.6;
(XII)
INDEBTEDNESS OF BORROWER OR ANY OF ITS
SUBSIDIARIES WHICH MAY BE DEEMED TO