ANY, INTEREST OR OTHER AMOUNT PAYABLE IN RESPECT OF ANY
INDEBTEDNESS, OTHER THAN (I) THE OBLIGATIONS; (II) INDEBTEDNESS SECURED BY A
PERMITTED ENCUMBRANCE IF THE ASSET SECURING SUCH INDEBTEDNESS HAS BEEN SOLD OR
OTHERWISE DISPOSED OF IN ACCORDANCE WITH SECTIONS 6.8(B) OR (C);
(III) INDEBTEDNESS PERMITTED BY SECTION 6.3(A)(IV) UPON ANY REFINANCING THEREOF
IN ACCORDANCE WITH SECTION 6.3(A)(IV); (IV) INDEBTEDNESS PERMITTED BY SECTIONS
6.3(A)(V), (VI) OR (XV) UPON ANY REFINANCING THEREOF IN ACCORDANCE WITH
SECTION 6.3(A)(XV); (V) INDEBTEDNESS PERMITTED BY SECTION 6.3(A)(VII) UPON ANY
REFINANCING THEREOF IN ACCORDANCE WITH SECTION 6.3(A)(VII); (VI) INDEBTEDNESS
PERMITTED BY SECTIONS 6.3(A)(I) AND (VIII) SO LONG AS NO DEFAULT OR EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING OR WOULD RESULT THEREFROM;
(VII) INDEBTEDNESS PERMITTED BY SECTION 6.3(A)(III); AND (VIII) AS OTHERWISE
PERMITTED IN SECTION 6.14.
6.4
Employee Loans and Affiliate Transactions.
(A)
EXCEPT AS OTHERWISE EXPRESSLY PERMITTED IN
THIS SECTION 6 WITH RESPECT TO AFFILIATES AND EXCEPT FOR TRANSACTIONS REFERRED
TO ON DISCLOSURE SCHEDULE (6.4(A)), NO CREDIT PARTY SHALL ENTER INTO OR BE A
PARTY TO ANY TRANSACTION WITH ANY OTHER CREDIT PARTY OR ANY AFFILIATE THEREOF
EXCEPT IN THE ORDINARY COURSE OF, AND PURSUANT TO THE REASONABLE REQUIREMENTS
OF, SUCH CREDIT PARTY'S BUSINESS AND UPON FAIR AND REASONABLE TERMS THAT ARE NO
LESS FAVORABLE TO SUCH CREDIT PARTY THAN WOULD BE OBTAINED IN A COMPARABLE ARM'S
LENGTH TRANSACTION WITH A PERSON NOT AN AFFILIATE OF SUCH CREDIT PARTY.
IN
ADDITION, IF ANY SUCH TRANSACTION OR SERIES OF RELATED TRANSACTIONS, EXCEPT FOR
SUCH TRANSACTIONS BETWEEN BORROWER AND ANY SUBSIDIARY GUARANTOR OR BETWEEN
SUBSIDIARY GUARANTORS IN THE ORDINARY COURSE OF BUSINESS, INVOLVES PAYMENTS IN
EXCESS OF $1,000,000 IN THE AGGREGATE, THE TERMS OF THESE TRANSACTIONS MUST BE
DISCLOSED IN ADVANCE TO AGENT AND LENDERS.
ALL SUCH TRANSACTIONS EXISTING AS OF
THE DATE HEREOF ARE DESCRIBED IN DISCLOSURE SCHEDULE (6.4(A)).
(B)
NO CREDIT PARTY SHALL ENTER INTO ANY LENDING
OR BORROWING TRANSACTION WITH ANY EMPLOYEES OF ANY CREDIT PARTY, EXCEPT LOANS TO
ITS RESPECTIVE EMPLOYEES ON AN ARM'S-LENGTH BASIS IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICES FOR TRAVEL AND ENTERTAINMENT EXPENSES,
RELOCATION COSTS AND SIMILAR PURPOSES AND STOCK PURCHASE AND OPTION FINANCING UP
TO A MAXIMUM OF $1,000,000 IN THE AGGREGATE AT ANY ONE TIME OUTSTANDING FOR ALL
CREDIT PARTIES COMBINED.
51
6.5
Capital Structure and Business.
(a)
No Credit Party shall:
(i) permit any Person (other than Borrower or any Credit Party that is a Pledgor
under the Pledge Agreement) to own any Stock of any Subsidiary of Borrower,
except that the Stock of Mid-Missouri Telephone shall be owned by Mid-Missouri
Holding; or
(ii) issue or sell any Stock to any Person, except that:
(A) any Subsidiary of Borrower may issue Stock to Borrower or any Pledgor (other
than Mid-Missouri Telephone) under the Pledge Agreement;
(B) Mid-Missouri Telephone may issue Stock to Mid-Missouri Holding;
(C) Imagination may issue Stock to Mid-Missouri Telephone;
(D) Borrower may issue or sell its Class A common stock for fair market value so
long as no