TO BE PLEDGED AND DELIVERED TO THE
ADMINISTRATIVE AGENT PURSUANT TO THIS SECTION 7.03(E), WITHIN THE SIXTY (60)
DAYS FOLLOWING THE CLOSING DATE;
(F)
THE UNCOLLATERALIZED PORTION OF LETTERS OF CREDIT (OTHER THAN
LETTERS OF CREDIT), IN AN AGGREGATE STATED AMOUNT NOT TO EXCEED $5,000,000 AT
ANY TIME OUTSTANDING AND ISSUED IN THE ORDINARY COURSE OF BUSINESS IN LIEU OF
SURETY AND PERFORMANCE BONDS;
(G)
INDEBTEDNESS INCURRED TO EFFECT A PERMITTED ACQUISITION, PROVIDED
THAT THE FOLLOWING CONDITIONS ARE MET: (I) THE RELEVANT BORROWER SHALL BE THE
SURVIVING ENTITY IN CONNECTION WITH THE PERMITTED ACQUISITION, IF STRUCTURED AS
A MERGER, (II) THE PRO FORMA RATIO OF CONSOLIDATED INDEBTEDNESS TO CONSOLIDATED
EBITDA, BASED ON THE MOST RECENT COMPLIANCE CERTIFICATE RECEIVED BY THE
ADMINISTRATIVE AGENT PURSUANT TO SECTION 6.02(B) AND AFTER GIVING EFFECT TO THE
INTENDED PERMITTED ACQUISITION, SHALL NOT EXCEED 1.75 TO 1.0, (III) AMORTIZATION
OF PRINCIPAL SHALL NOT BE PAYABLE BY ANY LOAN PARTY UNDER SUCH INDEBTEDNESS
BEFORE THE DATE THAT IS ONE (1) YEAR AFTER THE MATURITY DATE AND (IV) SUCH
INDEBTEDNESS SHALL BE UNSECURED; AND
(H)
GUARANTEES WITH RESPECT TO INDEBTEDNESS PERMITTED UNDER THIS
SECTION 7.03.
SECTION 7.04
FUNDAMENTAL CHANGES; ACQUISITIONS.
(A) EXCEPT FOR
PERMITTED ACQUISITIONS, MERGE, DISSOLVE, LIQUIDATE, CONSOLIDATE WITH OR INTO
ANOTHER PERSON, OR DISPOSE OF (WHETHER IN ONE TRANSACTION OR IN A SERIES OF
TRANSACTIONS) ALL OR SUBSTANTIALLY ALL OF ITS ASSETS (WHETHER NOW OWNED OR
HEREAFTER ACQUIRED) TO OR IN FAVOR OF ANY PERSON; PROVIDED, HOWEVER, THAT,
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 7.04 BUT SUBJECT TO THE
TERMS OF SECTIONS 6.12 AND 6.14 (I) ANY LOAN PARTY MAY MERGE OR CONSOLIDATE WITH
ANY OTHER LOAN PARTY, PROVIDED THAT, IF SUCH TRANSACTION INVOLVES A BORROWER, A
BORROWER IS THE SURVIVING ENTITY, (II) ANY DOMESTIC SUBSIDIARY MAY MERGE WITH
ANY PERSON THAT IS NOT A LOAN PARTY IN CONNECTION WITH A DISPOSITION PERMITTED
UNDER SECTION 7.04(B), AND (III) ANY LOAN PARTY OTHER THAN A BORROWER MAY
DISSOLVE, LIQUIDATE OR WIND UP ITS AFFAIRS AT ANY TIME PROVIDED THAT SUCH
DISSOLUTION, LIQUIDATION OR WINDING UP, AS APPLICABLE, COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT AND ALL OF ITS ASSETS AND BUSINESS IS
TRANSFERRED TO ANOTHER LOAN PARTY.
97
(B) AS USED HEREIN, THE TERM "PERMITTED ACQUISITION" SHALL MEAN ANY ACQUISITION
OF A PERSON IN THE TELECOMMUNICATIONS BUSINESS, PROVIDED, HOWEVER, THAT, IN EACH
CASE, THE FOLLOWING CONDITIONS SHALL HAVE BEEN SATISFIED IN FULL:
(A)
IF SUCH ACQUISITION INVOLVES THE PURCHASE OF STOCK OR OTHER OWNERSHIP
INTERESTS, THE SAME SHALL BE EFFECTED IN SUCH A MANNER AS TO ASSURE THAT THE
ACQUIRED ENTITY IS PROMPTLY MERGED INTO ANY BORROWER, WITH ANY BORROWER BEING
THE SURVIVING ENTITY OR THE ACQUIRED ENTITY BECOMES EITHER AN ADDITIONAL
BORROWER OR A GUARANTOR HEREUNDER (IF SUCH DOMESTIC SUBSIDIARY IS RECEIVING ANY
LOAN PROCEEDS) PURSUANT TO ITS EXECUTION OF A JOINDER AGREEMENT AND LOAN
DOCUMENTS IN FORM AND SUBSTANCE ACCEPTABLE TO THE ADMINISTRATIVE AGENT, OR, IN
ALL OTHER CASES, A GUARANTOR OF THE LOAN DOCUMENTS PURSUANT TO A GUARANTY