LENGTH TRANSACTION WITH A PERSON
OTHER THAN AN AFFILIATE, PROVIDED THAT THE FOREGOING RESTRICTION SHALL NOT APPLY
TO (A) TRANSACTIONS BETWEEN OR AMONG THE BORROWER AND ANY OF THE RESTRICTED
SUBSIDIARIES THAT ARE GUARANTORS, OR (B) BETWEEN AND AMONG RESTRICTED
SUBSIDIARIES THAT ARE GUARANTORS, (C) INVESTMENTS PERMITTED BY SECTION 7.17, AND
(C) RESTRICTED PAYMENTS PERMITTED BY SECTION 7.06.
FOR THE AVOIDANCE OF DOUBT,
THIS SECTION 7.09 SHALL NOT APPLY TO EMPLOYMENT ARRANGEMENTS WITH, AND PAYMENTS
OF COMPENSATION OR BENEFITS TO OR FOR THE BENEFIT OF, MANAGEMENT.
7.10
NEGATIVE PLEDGE CLAUSES.
ENTER INTO ANY NEW CONTRACTUAL AGREEMENT,
ARRANGEMENT OR LICENSE CONTAINING A NEGATIVE PLEDGE CLAUSE OR OTHERWISE
RESTRICTING OR PROHIBITING THE PARENT, THE BORROWER AND/OR THEIR RESTRICTED
SUBSIDIARIES FROM CREATING OR GRANTING LIENS ON THEIR PROPERTY AND/OR ASSETS
(OTHER THAN ON OR IN ANY SUCH CONTRACTUAL AGREEMENT, ARRANGEMENT OR LICENSE),
EXCEPT (A) IN CONNECTION WITH INDEBTEDNESS PERMITTED TO BE ISSUED AND SECURED
UNDER SECTION 7.01(I) AND (B) TO THE EXTENT THE OBLIGATIONS ARE EXPRESSLY
PERMITTED TO BE FULLY SECURED NOTWITHSTANDING SUCH RESTRICTION OR PROHIBITION
(EITHER SENIOR TO OR RATABLY WITH SUCH OTHER INDEBTEDNESS RELATED TO SUCH
RESTRICTION OR PROHIBITION, IF SUCH RESTRICTION OR PROHIBITION IS RELATED TO THE
ISSUANCE OF INDEBTEDNESS).
103
7.11
USE OF PROCEEDS.
USE THE PROCEEDS OF ANY CREDIT EXTENSION, WHETHER
DIRECTLY OR INDIRECTLY TO PURCHASE OR CARRY MARGIN STOCK (WITHIN THE MEANING OF
REGULATION U OF THE FRB) OR TO EXTEND CREDIT TO OTHERS FOR THE PURPOSE OF
PURCHASING OR CARRYING MARGIN STOCK OR TO REFUND INDEBTEDNESS ORIGINALLY
INCURRED FOR SUCH PURPOSE.
7.12
AMENDMENT OF MATERIAL DOCUMENTS AND AGREEMENTS.
AMEND, MODIFY OR
SUPPLEMENT (A) ORGANIZATION DOCUMENTS OF THE PARENT, THE BORROWER OR ANY
MATERIAL SUBSIDIARY, UNLESS REQUIRED BY LAW, IN ANY MANNER THAT IS MATERIALLY
ADVERSE TO THE INTERESTS OF THE LENDERS (AS MAY BE REASONABLY DETERMINED BY THE
AGENTS) OR (B) THE INDENTURE AND THE OTHER SUBORDINATED NOTES DOCUMENTS, IN ANY
MANNER THAT IS MATERIALLY ADVERSE TO THE INTERESTS OF THE LENDERS (AS MAY BE
REASONABLY DETERMINED BY THE AGENTS).
THE PARENT AND THE BORROWER SHALL
PROMPTLY PROVIDE COPIES OF ANY SUCH AMENDMENTS, MODIFICATIONS OR SUPPLEMENTS TO
THE ADMINISTRATIVE AGENT.
7.13
FINANCIAL COVENANTS.
(a)
Consolidated Interest Coverage Ratio.
Permit the Consolidated Interest
Coverage Ratio as of the last day of any fiscal quarter to be less than 2.00 to
1.00.
(b)
Consolidated Leverage Ratio.
Permit the Consolidated Leverage Ratio as
of the last day of any fiscal quarter to be greater than the ratio set forth
below opposite such period:
Fiscal Quarters Ending
Ratio
First Amendment Effective Date through December 31, 2010
7.00 to 1.00
March 31, 2011
6.75 to 1.00
June 30, 2011
6.50 to 1.00
September 30, 2011
6.25 to 1.00
December 31, 2011 and thereafter
6.00 to 1.00
7.14
LICENSE SUBSIDIARIES.
EXCEPT AS SET FORTH ON SCHEDULE 5.17 OR
PERMITTED BY THE TERMS OF SECTION 5.17, PERMIT ANY SUBSIDIARY (OTHER THAN A
LICENSE SUBSIDIARY) TO HOLD ANY FCC LICENSES, OR PERMIT ANY LICENSE SUBSIDIARY
TO BE AN UNRESTRICTED SUBSIDIARY, EXCEPT STRICTLY IN