Common use of Restricted Payments and Purchases Clause in Contracts

Restricted Payments and Purchases. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that (a) any Borrower’s Subsidiaries may make Restricted Payments to any Borrower or a wholly owned Domestic Subsidiary of any Borrower that is a Borrower Party, (b) Parent may make Restricted Payments to the holders of the Equity Interests of Parent for and in the amount of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent and, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent may make Restricted Payments and Restricted Purchases after the Agreement Date if, before and after giving effect to such Restricted Payment, no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is not less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determination.

Restricted Payments and Purchases. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that that, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, (a) any the Borrower’s Subsidiaries may make Restricted Payments to any the Borrower or a wholly owned Domestic Subsidiary of any the Borrower that is a Borrower Party, (b) [reserved], (c) any Subsidiary of Parent may make Restricted Payments to the holders of the Equity Interests of Parent for and in up to the amount of Federal and state taxes payable by such holders which are attributable necessary for Parent to make payments pursuant to clause (d) below, (d) the operations or assets of Parent and, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent Borrower may make Restricted Payments to Parent for Parent to pay (x) any Taxes (“Tax Distributions”) (including estimated payments) owing with respect to any consolidated, combined, unitary or affiliated group tax return filed by Parent that includes the Borrower and the Borrower’s applicable Subsidiaries to the extent such Taxes do not exceed the Taxes (including estimated payments) that would have been payable by the Borrower and its applicable Subsidiaries as a stand-alone consolidated, combined, unitary or affiliated group with the Borrower as the parent corporation and taking into account any net operating loss, tax credit or other tax attribute of or allocable to Parent, (y) [reserved], and (z) and any Restricted Purchases after the Agreement Date ifPayment made pursuant to clause (c), before (e) cashless exercises of options, warrants and after giving effect to such Restricted Payment, other equity-like securities shall be permitted and (f) so long as no Event of Default has occurred and is continuing exists or would result from the making of such Restricted Paymenttherefrom, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal Borrower Parties may make distributions to or greater than $5,000,000, Parent, on behalf redeem securities of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed or any Guarantor held by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is not less than the greater of (1) thirty percent (30%) employees of the amount Borrower Parties or any of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of their Subsidiaries either (x) twenty percent (20%) of upon the amount of death or separation from employment thereof following the Revolving Loan Commitment then in effect Sixth Amendment Effective Date, or (y) to fund payroll and withholding taxes incurred in respect of the grant of the securities as to which such redeemed securities were a part in an aggregate amount not to exceed $15,000,0001,750,000 in any fiscal year of the Parent, at all times and $6,000,000 in the aggregate during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries haveterm of the Loan, on a consolidated basesin each case, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such after the date of determinationhereof.

Restricted Payments and Purchases. No The Borrower Party shallshall not, or and shall not permit any Subsidiary of a Borrower Party its Subsidiaries to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, except that (a) any Borrower’s Subsidiaries may make Restricted Payments so long as no Default then exists or would be caused thereby and the stated Leverage Ratio under Section 7.10 hereof is equal to any Borrower or a wholly owned Domestic Subsidiary less than 5.50:1, up to fifty percent (50%) of any Borrower that is a Borrower Party, (b) Parent may make Restricted Payments to Excess Cash Flow for the holders preceding fiscal year of the Equity Interests Borrower may be used by the Borrower to pay dividends to its shareholders, provided that the Borrower shall provide the Lenders with a certificate, signed by the chief financial officer of Parent for and in the amount Borrower, demonstrating pro forma compliance with the terms of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent andthis Section 7.7, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent may make Restricted Payments and Restricted Purchases after the Agreement Date if, before and after giving effect to such Restricted Payment, dividend payments; (b) so long as no Default has occurred and is continuing then exists or would result from be caused thereby, the making Borrower may make distributions to Vanguard in an aggregate amount not to exceed, together with Acquisitions and Investments permitted pursuant to 7.6(b)(ii) hereof, $100,000,000.00 during the term of this Agreement, provided that such Restricted Paymentdistributions shall be used by Vanguard solely for the purpose of repurchasing its Capital Stock; (c) so long as no Default then exists or would caused thereby, the Borrower may make loans to employees, so long as (i) there are no the outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than such payments or loans does not exceed $5,000,000 or 500,000.00 in the aggregate at any time and (ii) if there no such loans to an employee are outstanding Advances permitted to remain unreimbursed or unpaid by any such employee for more than two (2) years; (d) so long as no Default then exists or would be caused thereby, the Borrower may make distributions to Vanguard in an aggregate face amount not to exceed, for any fiscal year, the aggregate amount of all outstanding Letters current scheduled payments of Credit are equal to or greater than $5,000,000, Parent, on behalf of the Borrower Parties, delivers accrued interest with respect to the Administrative Agent a certificateVanguard Subordinated Debt, together with supporting documents in form and substance reasonably satisfactory to plus or minus, as the Administrative Agentcase may be, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is not less than the greater of (1) thirty percent (30%) of the amount of any payments made or received, as the Revolving Loan Commitment then in effect or (2case may be, by Vanguard pursuant to any Vanguard Interest Rate Hedge Agreements, which would not constitute an Event of Default under Section 8.1(q) $20,000,000 hereof, provided that such distributions shall be made solely for the purpose of permitting Vanguard to make current scheduled payments of accrued interest with respect to the Vanguard Subordinated Debt and payments by Vanguard pursuant to any such Vanguard Interest Rate Hedge Agreements; and (B)(1e) Availability is the Borrower may pay expenses of Vanguard related solely to its operating obligations in an amount not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) exceed $15,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determination1,250,000.00 for any fiscal year.

Restricted Payments and Purchases. No The Borrower Party shallshall not, or and shall not permit any of the Subsidiary of a Borrower Party Guarantors to, directly or indirectly indirectly, declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that except that: (a) any Borrower’s Subsidiaries may make Restricted Payments to any Borrower or a wholly owned Domestic the Subsidiary of any Borrower that is a Borrower Party, (b) Parent Guarantors may make Restricted Payments to the holders Borrower; (b) the Borrower may make payments in respect of Employee Stock Compensation Plan Expense; (c) so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may: (i) so long as the Administrative Agent shall have received satisfactory evidence (x) that the aggregate amount of Liquidity, both before and after giving effect to such Restricted Payment, is at least $35,000,000, (y) that the Borrower is permitted to borrow the aggregate amount of clause (a) of the Equity Interests definition of Parent Liquidity both before and after giving effect to such Restricted Payment and (z) of pro forma compliance with the Financial Covenants, both before and after giving effect to such Restricted Payment, (A) make cash distributions to Holdings for the benefit of Rainbow DBS Holdings, Inc., and its Subsidiaries in an aggregate amount not to exceed during any year, together with the amount of any Investments made during such year under Section 8.2(d)(i) hereof, the Rainbow DBS Holdings Basket Amount applicable to such period, (B) make cash distributions to Holdings in an aggregate amount not to exceed during any year, together with the amount of any Investments made during such year under Section 8.2(d)(ii) hereof and the amount of any Acquisitions made during such year under Section 8.5(d)(v)(A) hereof, the Discretionary Distributions Basket Amount applicable to such period, and (C) so long as the Total Leverage Ratio is less than or equal to the lesser of (1) 5.00 to 1.00 and (2) the Total Leverage Ratio required by Section 8.8 hereof for the relevant period, make cash distributions to Holdings funded by the Net Cash Proceeds received in connection with any Subsequent Authorized Debt Issuance by the Borrower substantially concurrently with the closing of such Subsequent Authorized Debt Issuance, (ii) so long as the Borrower is a Flow Through Entity, make Restricted Payments to Holdings or an Affiliate of Holdings for and in the amount of Federal and state taxes payable by Holdings or such holders Affiliate which are attributable to the operations or assets of Parent andthe Borrower, (iii) make regularly scheduled payments of interest in respect of (A) Indebtedness outstanding in connection with an Authorized Debt Issuance by the Borrower and (B) Indebtedness incurred pursuant to Section 8.1(f) hereof, (iv) make cash distributions to Holdings to fund regularly scheduled payments of interest in respect of Indebtedness outstanding in connection with an Authorized Debt Issuance by Holdings, (v) prior to the RME Spin-Off, make Restricted Payments, subject to the Subordination of Intercompany Obligations Agreement, for payment of fees under the AMC Consulting Agreement, (vi) make Restricted Payments, subject to the Subordination of Intercompany Obligations Agreement, for reimbursement of services to the extent Parent has received a distribution set forth in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and Services Agreement, (cvii) Parent may make Restricted Payments and Restricted Purchases after on the Agreement Date ifDate, before make a cash distribution to Holdings funded by the Term B Loans and after giving effect the Net Cash Proceeds received in connection with the Initial Authorized Debt Issuance by the Borrower in an amount equal to the result of (A) the sum of the Term B Loans plus the proceeds of the Initial Permitted Debt Offering minus (B) all fees and expenses incurred in connection with the Initial Permitted Debt Offering, and (viii) make cash distributions to Holdings funded by Net Cash Proceeds received in connection with the issuance of any New Affiliated Equity to the extent such Restricted PaymentNet Cash Proceeds are not used by the Rainbow Companies for any other purpose; and (d) AMC may, no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as permitted by Section 8.5(c) hereof (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or exchange PIK Preferred for common membership interests, (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal make non-cash distributions to or greater than $5,000,000, Parent, on behalf the holders of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is not less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 PIK Preferred and (B)(1iii) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determinationexchange common membership interests for PIK Preferred.

Restricted Payments and Purchases. No The Borrower Party shallshall not, or and shall not permit any Subsidiary of a Borrower Party its Subsidiaries to, directly or indirectly indirectly, declare or make any Restricted Payment or Restricted Purchase; PROVIDED, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, howeverHOWEVER, that so long as no Default hereunder then exists or would be caused thereby, (a) and so long as a Subsidiary of the Borrower is not obligated on any Borrower’s Subsidiaries Indebtedness to the Borrower or any of its Subsidiaries, such Subsidiary may make Restricted Payments distributions to (i) any partner or shareholder of such Subsidiary holding a minority position with respect to such Subsidiary, so long as such Subsidiary makes a contemporaneous pro rata distribution to the Borrower or a wholly owned Domestic Subsidiary any of its Subsidiaries, and such partner or shareholder is not an Affiliate of the Borrower, (ii) the Borrower or any Borrower that is a Borrower Partyof its Subsidiaries, (b) Parent the Borrower may make Restricted Payments to the holders of the Equity Interests of Parent for scheduled interest payments, when such payments are due and in the amount of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent andpayable, on any Subordinated Indebtedness to the extent Parent such Subordinated Indebtedness has received a distribution scheduled payments permitted hereunder in such amount from the Subsidiaries of Parentaccordance with any subordination provisions thereunder, the Subsidiaries of Parent and (c) Parent the Borrower may make Restricted Payments scheduled dividend payments, when such payments are due and Restricted Purchases after payable on any Preferred Stock to the Agreement Date if, before extent such Preferred Stock has scheduled dividend payments permitted hereunder in accordance with any subordination provisions thereunder and after giving effect to such Restricted Payment, no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as (id) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of the Borrower Parties, delivers may repay in whole or in part the Junior Preferred Stock pursuant to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (ASection 2.7(b)(vi) Availability is not less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determinationhereunder.

Restricted Payments and Purchases. No The Borrower Party shallshall not, or and shall permit any Subsidiary cause each of a Borrower Party the Designated Subsidiaries not to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, except that, so long as no Default or set aside Event of Default then exists or would result therefrom, any funds for any of the Designated Subsidiaries may make pro rata distributions to holders of Equity Interests in such purposeDesignated Subsidiaries, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that and the Borrower may (a) transfer to Holdco all or a portion of the Equity Interests (or dividend payments made in respect of the Equity Interests) held directly or indirectly by the Borrower in each of the Unrestricted Subsidiaries or the Unrestricted Investments to the extent that the aggregate amount of Investments made by the Borrower and the Designated Subsidiaries in all such Unrestricted Subsidiaries and Unrestricted Investments shall not exceed $10,000,000 at any Borrower’s Subsidiaries may time during the term of this Agreement; (b) make Restricted Payments to any Borrower Holdco to enable Holdco to make the following payments when due: (i) dividend or a wholly owned Domestic Subsidiary interest payments, as applicable, on Permitted High-Yield Securities issued after the Third Amendment Date in connection with an Eligible Debt Offering or an Eligible Equity Offering, in each case following expiration of any Borrower that is a Borrower Party, required payment-in-kind period applicable thereto; (bii) Parent may make Restricted Payments to the holders of the Equity Interests of Parent for and in the amount of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent and, to the extent Parent has received a distribution that such payments are required in such amount from the Subsidiaries ordinary course of Parentbusiness and relate directly to the Borrower or any of the Designated Subsidiaries, the Subsidiaries of Parent and (c) Parent may make Restricted Payments and Restricted Purchases after the Agreement Date if, before and after giving effect or to such Restricted Payment, no Default has occurred and is continuing services provided for or would result from the making of such Restricted Payment, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of the Borrower Partiesor any of the Designated Subsidiaries, delivers payments, in each case that are required to the Administrative Agent a certificatebe paid in cash, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as when due of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is corporate franchise fees and taxes actually owed by Holdco, (B) legal and accounting fees and expenses actually incurred by Holdco, (C) costs incurred to comply with Holdco's reporting obligations under federal or state laws, including, without limitation, reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder and (D) other customary corporate overhead expenses; and (iii) payments to repurchase Equity Interests in Holdco owned by employees, officers and directors of Holdco upon their death, disability or termination of employment or service, in an aggregate amount not less than to exceed $10,000,000 during any year or $15,000,000 during the greater term of this Agreement; (1c) thirty percent (30%) make dividend payments to holders of Permitted High-Yield Securities of the amount Borrower following expiration of any required payment-in-kind period applicable thereto; and (d) make Restricted Payments to Holdco to enable Holdco to repurchase fractional shares of the Revolving Loan Commitment then common Equity Interests of Holdco resulting from the consummation of any reverse stock split effected by Holdco in effect or (2) aggregate amount not to exceed $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times 400,000 during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio term of at least 1.10:1.00 as of such date of determinationthis Agreement."

Restricted Payments and Purchases. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in paid-in-kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in paid-in-kind; provided, however, that (a) any Borrower’s Subsidiaries may make Restricted Payments to any Borrower or a wholly owned Domestic Subsidiary of any Borrower that is a Borrower Party, (b) Parent the Borrower Parties may repurchase, redeem or otherwise acquire or retire for value of any Equity Interests of Zayo, or declare or pay dividends or make Restricted Payments other distributions, directly or indirectly, to CII, to fund the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of CII, in each case held by any current or former employee or director of the Borrower Parties (or any Subsidiaries thereof) pursuant to the holders terms of any employee equity subscription agreement, stock option agreement or similar agreement entered into in the ordinary course of business; or, prior to Zayo’s initial public offering, declare or pay dividends or make other distributions, directly or indirectly, to any of Zayo’s direct or indirect parent companies for the purpose of enabling CII to effect a repurchase, redemption or other acquisition or retirement of the Equity Interests in CII from one or more of Parent for and its equity investors that fail to comply with their funding commitments under the CII Limited Liability Company Agreement; provided that the aggregate price paid, or distributed or paid out as a dividend under this subsection (b) in the amount of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent and, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent any calendar year will not exceed $5,000,000 and (c) Parent any Borrower may make additional Restricted Payments and Restricted Purchases in the following amounts after the Agreement Date ifDate, so long as both before and after giving effect to such Restricted PaymentPayment or Restricted Purchase, (i) no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as (i) there are no outstanding Advances Payment or Restricted Purchase and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances minimum Availability is greater than or aggregate face amount of all outstanding Letters of Credit are equal to or $32,500,000: (A) if the Leverage Ratio is greater than or equal to 3.50 to 1.00 at the time of the proposed payment of the Restricted Payments or the proposed Restricted Purchase, $5,000,0000, Parent(B) if the Leverage Ratio is less than 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 at the time of the proposed payment of the Restricted Payments or the proposed Restricted Purchase, $25,000,000, (C) if the Leverage Ratio is less than 2.50 to 1.00 but greater than or equal to 1.50 to 1.00 at the time of the proposed payment of the Restricted Payments or the proposed Restricted Purchase, $35,000,000, and (D) if the Leverage Ratio is less than 1.50 to 1.00 at the time of the proposed payment of the Restricted Payments or the proposed Restricted Purchase, $45,000,000. With respect to Restricted Payments and Restricted Purchases permitted under subsection (c), the Administrative Borrower, on behalf of the Borrower Parties, delivers shall deliver to the Administrative Agent prior to the making of any Restricted Payment or Restricted Purchase a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory of the Administrative Borrower certifying that as of such the date of such proposed Restricted Payment or Restricted Purchase: (A) Availability Purchase the Leverage Ratio is not less than at the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following applicable level for such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determinationPurchase.

Restricted Payments and Purchases. No The Borrower Party shallshall not, or and shall permit any Subsidiary cause each of a Borrower Party its Restricted Subsidiaries not to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, except that (a) the Borrower may make (i) Affiliate Expense Payments, (ii) Affiliate Overhead Payments, (iii) payments pursuant to the Shared Services Agreement in respect of any Borrower’s Subsidiaries Anticipated Costs of its Affiliates, and (iv) payments pursuant to the Tax Sharing Agreement, and (b) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may (i) make Restricted Payments to any direct or indirect parent company of the Borrower to enable such Person to make the following payments when due: (A) dividend or a wholly interest payments, as applicable, on Permitted Holdco Debt, and (B) payments to repurchase Equity Interests in any direct or indirect parent company of the Borrower owned Domestic Subsidiary by employees, officers and directors of the Borrower, any of its Subsidiaries, or of any Borrower that is a Borrower Partydirect or indirect parent company of the Borrower, upon their death, disability or termination of employment or service, in an aggregate amount not to exceed $10,000,000 during any year or $15,000,000 during the term of this Agreement; (bii) Parent may make Restricted Payments to the holders any direct or indirect parent company of the Borrower to enable such Person to repurchase fractional shares of the common Equity Interests of Parent for and in the amount of Federal and state taxes payable by such holders which are attributable to the operations any direct or assets of Parent and, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent may make Restricted Payments and Restricted Purchases after the Agreement Date if, before and after giving effect to such Restricted Payment, no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf indirect parent company of the Borrower Parties, delivers resulting from the consummation of any reverse stock split effected by such Person in aggregate amount not to exceed $400,000 during the Administrative Agent a certificate, together with supporting documents in form term of this Agreement; and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (Aiii) Availability is not less than the greater of make Specified Holdco Distributions." (1t) thirty percent (30%) Section 8.8 of the amount of Credit Agreement, AFFILIATE TRANSACTIONS, is hereby amended by adding the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than following immediately before the greater of (x) twenty percent (20%) of period at the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determination.end thereof:

Restricted Payments and Purchases. No Neither Holdco nor the Borrower Party shall, or and the Borrower shall permit any Subsidiary cause each of a Borrower Party its Subsidiaries not to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, except that, so long as no Default or set aside any funds for any such purposeEvent of Default then exists or would result therefrom, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that (a) any Borrower’s Subsidiaries the Borrower may make Restricted Payments to any Borrower Holdco to enable Holdco to make, and Holdco may make, (a) (i) interest payments on the Holdco 2008 Notes and on the Holdco 2009 Notes, or (ii) interest or dividend payments, as applicable, on Permitted High-Yield Securities issued on or before the Agreement Date, in each case in the case of clauses (i) and (ii), following expiration of the Five Year PIK Period or from a wholly owned Domestic Subsidiary of any Borrower that is a Borrower PartyPre-Funded Interest Account, (b) Parent may make Restricted Payments to dividend or interest payments, as applicable, on Permitted High-Yield Securities issued after the holders Agreement Date, following expiration of the Equity Interests of Parent Five Year PIK Period, or from a Pre-Funded Interest Account, at any time after the Leverage Ratio shall have been less than 4.0 to 1.0 for and in the amount of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent andtwo (2) consecutive fiscal quarters, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent may make Restricted Payments payments when due of corporate franchise fees and Restricted Purchases after the Agreement Date iftaxes owed by Holdco that are required to be paid in cash, before (d) payments, when due, of legal and after giving effect accounting fees and expenses actually incurred by Holdco that are required to such Restricted Paymentbe paid in cash, no Default has occurred and is continuing payments for costs incurred to comply with Holdco's reporting obligations under federal or would result from the making of such Restricted Paymentstate laws, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000including, Parentwithout limitation, on behalf of the Borrower Parties, delivers reports filed with respect to the Administrative Agent a certificateSecurities Act, together the Exchange Act or the respective rules and regulations promulgated thereunder, (e) payments of 'Additional Interest' (as that term is defined in the Registration Rights Agreements entered into in connection with supporting documents in form the Holdco 2008 Notes and substance reasonably satisfactory to the Administrative AgentHoldco 2009 Notes), executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is not less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1f) Availability is on the Westower Acquisition Date, repayment of any existing Indebtedness of Westower in an aggregate amount not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) exceed $15,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determination70,000,000."

Restricted Payments and Purchases. No The Borrower Party shallshall not, or and shall permit any Subsidiary cause each of a Borrower Party the Designated Subsidiaries not to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, except that, so long as no Default or set aside Event of Default then exists or would result therefrom, any funds for any of the Designated Subsidiaries may make pro rata distributions to holders of Equity Interests in such purposeDesignated Subsidiaries, other than Dividends on common stock which accrue and the Borrower may (but are not paid a) subject to the consent of the Majority Lenders, transfer to Holdco all or a portion of the Equity Interests held directly or indirectly by the Borrower in casheach of the Persons comprising SpectraSite Mexico pursuant to Section 6.17(c) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kindhereof; provided, however, that so long as the investments by the Borrower and the Designated Subsidiaries (aother than the Domestic SpectraSite Mexico Subsidiaries and the Foreign SpectraSite Mexico Subsidiaries) in the Domestic SpectraSite Mexico Subsidiaries and the Foreign SpectraSite Mexico Subsidiaries to be transferred have been less than $25,000,000 in the aggregate since the Agreement Date, the consent of the Majority Lenders or any Borrower’s other Credit Parties shall not be required for any such transfer, (b) transfer to Holdco all or a portion of the Equity Interests (or dividend payments made in respect of the Equity Interests) held directly or indirectly by the Borrower in each of the Unrestricted Subsidiaries may or the Unrestricted Investments, (c) make Restricted Payments to Holdco to enable Holdco to make the following payments when due: (i) interest payments on the Holdco Notes; (ii) at any Borrower or a wholly owned Domestic Subsidiary of any Borrower that is a Borrower Party, (b) Parent may make Restricted Payments to the holders of the Equity Interests of Parent for and in the amount of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent and, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent may make Restricted Payments and Restricted Purchases time after the Agreement Date if, Borrower Leverage Ratio shall have been less than 4.50 to 1.00 for two (2) consecutive fiscal quarters before and after giving effect to such Restricted Paymentpayment, no Default has occurred dividend or interest payments, as applicable, on Permitted High-Yield Securities issued after the Agreement Date in connection with an Eligible Debt Offering or an Eligible Equity Offering, in each case following expiration of any required payment-in-kind period applicable thereto; (iii) to the extent that such payments are required in the ordinary course of business and is continuing relate directly to the Borrower or would result from any of the making of such Restricted PaymentDesignated Subsidiaries, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances to services provided for or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of the Borrower Partiesor any of the Designated Subsidiaries, delivers payments, in each case that are required to the Administrative Agent a certificatebe paid in cash, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as when due of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability corporate franchise fees and taxes actually owed by Holdco, (B) legal and accounting fees and expenses actually incurred by Holdco, (C) costs incurred to comply with Holdco's reporting obligations under federal or state laws, including, without limitation, reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder and (D) other customary corporate overhead expenses; (iv) payments of `Additional Interest' (as that term is defined in the Registration Rights Agreements entered into in connection with the Holdco Notes) and any other comparable payments in respect of other Permitted High-Yield Securities; and (v) payments to repurchase Equity Interests in Holdco owned by employees, officers and directors of Holdco upon their death, disability or termination of employment or service, in an aggregate amount not to exceed $10,000,000 during any year or $15,000,000 during the term of this Agreement, and (d) make dividend payments to holders of Permitted High-Yield Securities of the Borrower following expiration of any required payment-in-kind period applicable thereto at any time after the Borrower Leverage Ratio shall have been less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or 4.50 to 1.00 for two (2) $20,000,000 consecutive fiscal quarters before and (B)(1) Availability is not projected after giving effect to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determinationpayment.

Restricted Payments and Purchases. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than (a) Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that (a) any the Borrower’s Subsidiaries may make Restricted Payments to any the Borrower or a wholly owned Domestic Subsidiary of any the Borrower that is a Borrower Party, (b) Parent may make Restricted Purchases or Restricted Payments to for the holders sole purposes of repurchasing the Borrower’s Stock from employees of the Equity Interests Borrower and its Subsidiaries upon termination of Parent for employment of any such employee so long as (i) no Default or Event of Default shall have occurred and in be continuing or result therefrom and (ii) the aggregate amount of Federal and state taxes payable by all such holders which are attributable to the operations or assets of Parent and, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent may make Restricted Payments and Restricted Purchases after shall not exceed $500,000 during any twelve-month period, (c) Restricted Purchases of Borrower’s common stock made on or before February 15, 2009 in an aggregate amount not to exceed $[5,000,000] so long as no Default or Event or Default shall have occurred and be continuing or result from such Restricted Purchase and (d) Restricted Payments and Restricted Purchases provided that the Agreement Date if, Borrower shall have delivered evidence satisfactory to the Co-Collateral Agents that the following conditions have been satisfied before and after giving effect to any such Restricted Payment, no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (Ai) no Default or Event of Default shall have occurred and be continuing or result from such Restricted Payment or Restricted Purchase, (ii) any such Restricted Payment or Restricted Purchase shall have occurred on or after the date that is one year immediately following the Agreement Date, (iii) Availability is shall not be less than $15,000,000, (iv) the Borrower shall have a Fixed Charge Coverage Ratio of not less than 1.25 to 1.00 at the greater time of (1) thirty percent (30%) such Restricted Payment or Restricted Purchase and shall have delivered to the Co-Collateral Agents pro forma calculations evidencing a projected Fixed Charge Coverage Ratio of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than 1.25 to 1.00 for the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) twelve-month period immediately following such Restricted Payment or Restricted Purchase Purchase, and (2v) Borrower Parties the aggregate amount of all such Restricted Payments and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determinationRestricted Purchases shall not exceed $500,000 during any twelve-month period.”

Restricted Payments and Purchases. No The Borrower Party shallshall not, or and shall not permit any Subsidiary of a Borrower Party its Subsidiaries to, directly or indirectly indirectly, declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that so long as no Default hereunder then exists or would be caused thereby, (a) and so long as a Subsidiary of the Borrower is not obligated on any Borrower’s Subsidiaries Indebtedness to the Borrower or any of its Subsidiaries, such Subsidiary may make Restricted Payments distributions to (i) any partner or shareholder of such Subsidiary holding a minority position with respect to such Subsidiary, so long as such Subsidiary makes a contemporaneous pro rata distribution to the Borrower or a wholly owned Domestic Subsidiary any of its Subsidiaries, and such partner or shareholder is not an Affiliate of the Borrower, (ii) the Borrower or any Borrower that is a Borrower Partyof its Subsidiaries, (b) Parent the Borrower may make Restricted Payments to the holders of the Equity Interests of Parent for scheduled interest payments, when such payments are due and in the amount of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent andpayable, on any Subordinated Indebtedness to the extent Parent such Subordinated Indebtedness has received a distribution scheduled payments permitted hereunder in such amount from the Subsidiaries of Parentaccordance with any subordination provisions thereunder, the Subsidiaries of Parent and (c) Parent the Borrower may make Restricted Payments scheduled dividend payments, when such payments are due and Restricted Purchases after payable on any Preferred Stock to the Agreement Date ifextent such Preferred Stock has scheduled dividend payments permitted hereunder in accordance with any subordination provisions thereunder and (d) the Borrower may repay in whole or in part the Previous Senior Preferred Stock, before the 2000 Senior Preferred Stock and after giving effect to such Restricted Payment, no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf Junior Preferred Stock with shares of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is not less than the greater of (1) thirty percent (30%) common stock of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determinationBorrower.”

Restricted Payments and Purchases. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party its Restricted Subsidiaries to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in paid-in-kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in paid-in-kind; provided, however, that (a) any Borrower’s Subsidiaries Restricted Subsidiary may make Restricted Payments or Restricted Purchases to any Borrower or a wholly owned Domestic Subsidiary of any Borrower that is a Borrower Partyother Restricted Subsidiary, (b) Parent the Borrower Parties may make Restricted Payments to the holders repurchase, redeem or otherwise acquire or retire for value of the any Equity Interests of Parent Zayo, or declare or pay dividends or make other distributions, directly or indirectly, to fund the repurchase, redemption or other acquisition or retirement for and value of any Equity Interests of any direct or indirect parent of Zayo, in each case held by any current or former employee or director of the Borrower Parties (or any Subsidiaries thereof) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement entered into in the amount ordinary course of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent andbusiness, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent may make Restricted Payments and Restricted Purchases after the Agreement Date if, so long as both before and after giving effect to such Restricted PaymentPayment or Restricted Purchase, no Default has occurred and is continuing or would result from the making of such Restricted PaymentPayment or Restricted Purchase, (c) any Borrower may make additional Restricted Payments or Restricted Purchases in the following amounts after the Agreement Date, so long as (i) there are both before and after giving effect to such Restricted Payment or Restricted Purchase, no outstanding Advances Default has occurred and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 is continuing or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of would result from the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as making of such date of such proposed Restricted Payment or Restricted Purchase: (i) if minimum Availability is greater than or equal to $65,000,000 and the Total Leverage Ratio, on a pro forma basis, is less than 5.00 to 1.00 but greater than or equal to 4.50 to 1.00 at the time of the proposed payment of the Restricted Payments or the proposed Restricted Purchase, $40,000,000 less the aggregate amount of Restricted Payments and Restricted Purchases made under this clause (c) after the Agreement Date and (ii) if minimum Availability is greater than or equal to $32,500,000 and (A) Availability if the Total Leverage Ratio, on a pro forma basis, is not less than 4.50 to 1.00 but greater than or equal to 3.50 to 1.00 at the greater of (1) thirty percent (30%) time of the proposed payment of the Restricted Payments or the proposed Restricted Purchase, $100,000,000 less the aggregate amount of Restricted Payments and Restricted Purchases made under this clause (c) after the Revolving Loan Commitment then in effect Agreement Date, (B) if the Total Leverage Ratio, on a pro forma basis, is less than 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 at the time of the proposed payment of the Restricted Payments or the proposed Restricted Purchase, $140,000,000 less the aggregate amount of Restricted Payments and Restricted Purchases made under this clause (2c) $20,000,000 after the Agreement Date, and (B)(1C) Availability if the Total Leverage Ratio, on a pro forma basis, is not projected less than 2.50 to 1.00 at the time of the proposed payment of the Restricted Payments or the proposed Restricted Purchase, $180,000,000 less the aggregate amount of Restricted Payments and Restricted Purchases made under this clause (c) after the Agreement Date, (d) the Borrowers may, within 180 days of any acquisition permitted by Section 8.7(c), distribute any assets or liabilities so acquired by the Borrowers that are determined by the Administrative Borrower to be less than non-core to the greater of (x) twenty percent (20%) business of the amount Borrowers and their Subsidiaries; provided, that the fair market value of any assets and liabilities so distributed in respect of any such acquisition shall not exceed 5.0% of the Revolving Loan Commitment Annualized EBITDA of Zayo based on the most recent fiscal quarter of Zayo then ended in respect of which financial statements are available (and the Administrative Borrower shall provide to the Administrative Agent a certificate from an Authorized Signatory of the Administrative Borrower certifying as to compliance with this clause (d)), (e) the Borrower Parties may make Restricted Payments and Restricted Purchases, to the extent that, giving effect or (y) $15,000,000to such Restricted Payments and Restricted Purchases, at all times during the twelve (12) month period immediately following Available Amount Utilization as of such date shall not exceed the Available Amount as of such date, so long as both before and after giving effect to such Restricted Payment or Restricted Purchase Purchase, no Default has occurred and is continuing or would result from the making of such Restricted Payment or Restricted Purchase, (f) the Borrower Parties may make Restricted Payments and Restricted Purchases in an amount not to exceed $30,000,000, so long as both before and after giving effect to such Restricted Payment or Restricted Purchase, no Default has occurred and is continuing or would result from the making of such Restricted Payment or Restricted Purchase, (g) Restricted Payments to, any Parent in amounts required for any Parent to pay, in each case without duplication, (i) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence, (ii) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Borrowers and their Restricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrowers and their Restricted Subsidiaries would be required to pay in respect of its foreign, federal, state and local taxes for such fiscal year were the Borrowers and their Restricted Subsidiaries to pay such taxes separately from any such parent entity, (iii) customary salary, bonus and other benefits payable to officers and employees of any Parent to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrowers and their Restricted Subsidiaries and (2iv) Borrower Parties general corporate operating and overhead costs and expenses of any Parent to the extent such costs and expenses are attributable to the ownership or operation of the Borrowers and their Restricted Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as and (h) amounts required for any Parent to pay fees and expenses incurred by any Parent related to the maintenance of such date Parent of determinationits corporate or other entity existence.

Restricted Payments and Purchases. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party its Restricted Subsidiaries to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in paid-in-kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in paid-in-kind; provided, however, that (a) any Borrower’s Subsidiaries Restricted Subsidiary may make Restricted Payments to any Borrower or a wholly owned Domestic Subsidiary of any Borrower that is a Borrower Partyother Restricted Subsidiary, (b) Parent the Borrower Parties may repurchase, redeem or otherwise acquire or retire for value of any Equity Interests of Zayo, or declare or pay dividends or make Restricted Payments other distributions, directly or indirectly, to CII, to fund the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of CII, in each case held by any current or former employee or director of the Borrower Parties (or any Subsidiaries thereof) pursuant to the holders terms of any employee equity subscription agreement, stock option agreement or similar agreement entered into in the ordinary course of business; or, prior to Zayo’s initial public offering, declare or pay dividends or make other distributions, directly or indirectly, to any of Zayo’s direct or indirect parent companies for the purpose of enabling CII to effect a repurchase, redemption or other acquisition or retirement of the Equity Interests in CII from one or more of Parent for and its equity investors that fail to comply with their funding commitments under the CII Limited Liability Company Agreement; provided that the aggregate price paid, or distributed or paid out as a dividend under this subsection (b) in the amount of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent andany calendar year will not exceed $5,000,000, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent any Borrower may make additional Restricted Payments and Restricted Purchases in the following amounts after the Agreement Date ifDate, so long as both before and after giving effect to such Restricted PaymentPayment or Restricted Purchase, no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as Payment or Restricted Purchase: (i) there are no outstanding Advances if minimum Availability is greater than or equal to $65,000,000 and the Leverage Ratio, on a pro forma basis, is less than 4.00 to 1.00 but greater than or equal to 3.50 to 1.00 at the time of the proposed payment of the Restricted Payments or the proposed Restricted Purchase, $20,000,000 less the aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or Restricted Payments and Restricted Purchases made under this clause (c) after the Agreement Date and (ii) if there are outstanding Advances minimum Availability is greater than or equal to $32,500,000 and (A) if the Leverage Ratio, on a pro forma basis, is less than 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 at the time of the proposed payment of the Restricted Payments or the proposed Restricted Purchase, $50,000,000 less the aggregate face amount of all outstanding Letters of Credit are Restricted Payments and Restricted Purchases made under this clause (c) after the Agreement Date, (B) if the Leverage Ratio, on a pro forma basis, is less than 2.50 to 1.00 but greater than or equal to 1.50 to 1.00 at the time of the proposed payment of the Restricted Payments or greater the proposed Restricted Purchase, $70,000,000 less the aggregate amount of Restricted Payments and Restricted Purchases made under this clause (c) after the Agreement Date, and (C) if the Leverage Ratio, on a pro forma basis, is less than 1.50 to 1.00 at the time of the proposed payment of the Restricted Payments or the proposed Restricted Purchase, $5,000,00090,000,000 less the aggregate amount of Restricted Payments and Restricted Purchases made under this clause (c) after the Agreement Date, Parent(d) the Borrowers may, within 180 days of any acquisition permitted by Section 8.7(c), distribute any assets or liabilities so acquired by the Borrowers that are determined by the Administrative Borrower to be non-core to the business of the Borrowers and their Subsidiaries; provided, that the fair market value of any assets and liabilities so distributed in respect of any such acquisition shall not exceed 5.0% of the Annualized EBITDA of Zayo based on the most recent fiscal quarter of Zayo then ended in respect of which financial statements are available (and the Administrative Borrower shall provide to the Administrative Agent a certificate from an Authorized Signatory of the Administrative Borrower certifying as to compliance with this clause (d)) and (e) the VOIP Divestiture shall be permitted to be consummated on or after the 360 Acquisition Closing Date. With respect to Restricted Payments and Restricted Purchases permitted under subsection (c), the Administrative Borrower, on behalf of the Borrower Parties, delivers shall deliver to the Administrative Agent prior to the making of any Restricted Payment or Restricted Purchase a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory of the Administrative Borrower certifying that as of such the date of such proposed Restricted Payment or Restricted Purchase: (A) Availability Purchase the Leverage Ratio is not less than at the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following applicable level for such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determinationPurchase.

Restricted Payments and Purchases. No The Borrower Party shallshall not, or and shall not permit any Subsidiary of a Borrower Party the Guarantors to, directly or indirectly indirectly, declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, except that (a) any Borrower’s Subsidiaries may make Restricted Payments to any Borrower or a wholly owned Domestic Subsidiary of any Borrower that is a Borrower Party, (b) Parent the Guarantors may make Restricted Payments to the holders Borrower, (b) the Borrower may make payments in respect of the Equity Interests of Parent for and in the amount of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent andEmployee Stock Incentive Expense, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may (i) pay to CVC and CSC Holdings amounts due in respect of the Accrued Tax Liabilities under, and in accordance with, the Tax Sharing Policy; (ii) make regularly scheduled payments of interest in respect of Indebtedness outstanding in connection with an Authorized Debt Issuance; (iii) make Restricted Payments Payments, subject to the Subordination of Intercompany Obligations Agreement, for payment of fees under the Consulting Agreement and Restricted Purchases after for reimbursement of services to the extent set forth the Services Agreement; (iv) distribute the stock or other equity interests owned by the Borrower in any Rainbow DBS Company, or any Net Cash Proceeds received by the Borrower in connection with any sale of any Rainbow DBS Company, to CSC Holdings; (v) distribute the stock or other equity interests owned by the Borrower in any MSG Company to CSC Holdings; (vi) make cash distributions to CSC Holdings funded by the Net Cash Proceeds received in connection with any Authorized Debt Issuance concurrently with the closing of such Authorized Debt Issuance to the extent such Net Cash Proceeds are not used by the Borrower Parties for any other purpose, provided, however, the aggregate amount of cash distributions made to CSC Holdings pursuant to this clause (vi), together with (A) the aggregate amount of Investments made in CVC and CSC Holdings pursuant to Section 8.2(c) hereof and (B) in the event the stock or other equity interests in any Rainbow DBS Company shall be distributed to CSC Holdings pursuant to the foregoing clause (iv), the aggregate amount of Investments made pursuant to Section 8.2(c)(i) hereof in such Rainbow DBS Company on or before the date of such distribution, shall not at any time exceed $100,000,000 during the term of this Agreement; (vii) make cash distributions to CSC Holdings funded by cash on the balance sheets of AMC, IFC and the RPP Regional Sports Networks as of December 31, 2003, in an aggregate amount not to exceed $100,000,000 substantially contemporaneously with year-end to the extent such cash is not used by the Borrower Parties for any other purpose; and (viii) make cash distributions to CSC Holdings substantially contemporaneously with the Agreement Date if, before and after giving effect to such Restricted Payment, no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf proceeds of the Borrower Parties, delivers Incremental Term C Loans in an aggregate amount not to exceed $400,000,000 to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to extent not used by the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is not less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determinationfor any other purpose.

Restricted Payments and Purchases. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that (a) any the Borrower’s 's Subsidiaries may make Restricted Payments to any the Borrower or a wholly owned Domestic Subsidiary of any Borrower that is a another Borrower Party, ; (b) Parent the Borrower Parties may make Restricted Payments to the holders of the Equity Interests of Parent for and in the amount of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent and, Affiliates to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent permitted under Section 8.6; and (c) Parent so long as no Default or Event of Default then exists or would be caused thereby, (i) the Borrower may make Restricted Payments and Restricted Purchases after cash Dividends to, or repurchase shares of common stock from, its shareholders, provided that (A) the Agreement Date ifBorrower shall deliver to the Administrative Agent at least fifteen (15) days prior to any proposed payment date a Compliance Certificate setting forth calculations demonstrating, on a pro forma basis, that (x) the Borrower shall be in compliance with the Financial Covenants immediately before and after giving effect to such Restricted PaymentDividend or repurchase, no Default has occurred and is continuing (y) that Liquidity immediately before and after giving effect to such Dividend or would result from the making of such Restricted Payment, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are repurchase shall be not less than $5,000,000 or 100,000,000, and (B) with respect to any proposed Dividend, the payment date of such Dividend shall be during the period following receipt by the Administrative Agent of the financial statements under Section 7.1 for the fiscal quarter for which such proposed Dividend is payable and prior to the beginning of the immediately succeeding fiscal quarter, and (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of the Borrower Parties, delivers may prepay the VRDB Obligations in an aggregate principal amount not to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is not less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) exceed $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determination7,500,000.

Restricted Payments and Purchases. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that (a) any Borrower’s Subsidiaries may make Restricted Payments to any Borrower or a wholly owned Domestic Subsidiary of any Borrower that is a Borrower Party, (b) the Parent may make Restricted Payments to the holders Parent or any other Subsidiary of the Parent that owns Equity Interests of such Subsidiary making such Restricted Payment; (b) the Parent for and in may make regularly scheduled payments of interest due on the amount of Federal and state taxes payable by such holders which are attributable Senior Notes to the operations holders thereof in accordance with the terms of the Indenture as in effect on the Agreement Date or assets of as amended thereafter in accordance with Section 8.13 hereof; (c) the Parent and, may make payments to the Sellers to the extent Parent has received a distribution permitted by the Earnout Subordination Agreement as it exists on the Agreement Date or as amended thereafter in such amount from accordance with Section 8.13 hereof; (d) the Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent may make Restricted Payments and Restricted Purchases after the Agreement Date if, before and after giving effect to such Restricted Payment, if (i) no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount after giving Pro Forma Effect to such Restricted Payment, the ratio of all outstanding Letters of Credit are equal Total Debt to or greater than $5,000,000, Parent, on behalf EBITDA for the four (4) fiscal quarters of the Borrower Parties, delivers to Parent immediately preceding the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or would have been at least 0.25 to 1.00 below the covenant level of the ratio of Total Debt to EBITDA applicable during such period under Section 8.8, and (iii) after giving effect to such Restricted Purchase: (A) Payment, the Availability is not less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) at least $20,000,000 40,000,000; and (B)(1e) Availability is not projected to be less than the greater of (x) twenty percent (20%) of Parent may issue the amount of Equity Interests contemplated by the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during Acquisition Agreement on the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determinationAgreement Date.

Restricted Payments and Purchases. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that (a) any Borrower’s Subsidiaries may make Restricted Payments to any Borrower or a wholly owned Domestic Subsidiary of any Borrower that is a Borrower Party, (b) the Parent may make Restricted Payments to the holders Parent or any other Subsidiary of the Parent that owns Equity Interests of such Subsidiary making such Restricted Payment; (b) the Parent for and in may make regularly scheduled payments of interest due on the amount of Federal and state taxes payable by such holders which are attributable Senior Notes to the operations or assets of Parent andholders thereof, and to the extent Parent has received a distribution in such amount from the Subsidiaries of Parentexpressly permitted by Section 2.12(b), the Subsidiaries Parent may make prepayments or redemptions of Parent and the principal amount of the Senior Notes Debt, in each case, in accordance with the terms of the Indenture as in effect on the Agreement Date or as amended thereafter in accordance with Section 8.15 hereof; (c) the Parent may make Restricted Payments and Restricted Purchases after payments to the Viewpoint Sellers to the extent permitted by the Viewpoint Earnout Subordination Agreement as it exists on the Agreement Date if, before or as amended thereafter in accordance with Section 8.15; and after giving effect to such (d) the Parent may make other Restricted Payment, Payments if (i) no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal after giving effect to or greater than $5,000,000such Restricted Payment, Parent, on behalf the Total Debt to EBITDA Ratio for the four (4) fiscal quarters of the Borrower Parties, delivers Parent ending as of the last day of the fiscal quarter immediately preceding the date of such Restricted Payment (and with respect to which the Administrative Agent a certificate, together with supporting documents quarterly financial statements referred to in form and substance reasonably satisfactory Section 7.1 have been delivered to the Administrative Agent, executed by an Authorized Signatory certifying that as ) would have been at least 0.25 to 1.00 below the covenant level of the Total Debt to EBITDA Ratio applicable during such date of such proposed Restricted Payment or Restricted Purchase: (A) period under Section 8.8 and Availability is not less than the greater of (1) thirty percent (30%) at least 15% of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 Commitments as of such date of determinationdate.

Restricted Payments and Purchases. No The Borrower Party shallshall not, or and shall permit any Subsidiary cause each of a Borrower Party its Restricted Subsidiaries not to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, except that so long as no Default hereunder then exists or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that would be caused thereby: (a) At any Borrower’s Subsidiaries time that the Leverage Ratio as of the immediately preceding fiscal quarter is less than 6.50 to 1.00 as reported to the Administrative Agent and the Lenders pursuant to Section 6.3, the Borrower may make any Restricted Payments Payment or Restricted Purchase, provided that the Borrower shall provide the Lenders with a certificate of the chief financial officer of the Borrower, demonstrating pro forma compliance with Sections 7.8, 7.9, 7.10 and 7.11 hereof, after giving effect to any Borrower such Restricted Payment or a wholly owned Domestic Subsidiary of any Borrower that is a Borrower Party, Restricted Purchase; (b) Parent may make Restricted Payments At any time that the Leverage Ratio as of the immediately preceding fiscal quarter is equal to or greater than 6.50 to 1.00 as reported to the holders of Administrative Agent and the Equity Interests of Parent for and in the amount of Federal and state taxes payable by such holders which are attributable Lenders pursuant to the operations or assets of Parent and, to the extent Parent has received a distribution in such amount from the Subsidiaries of ParentSection 6.3, the Subsidiaries of Parent and (c) Parent Borrower may make Restricted Payments and Restricted Purchases after in the Agreement Date ifaggregate amount not to exceed $200,000,000, before provided that the Borrower shall provide the Lenders with a certificate of the chief financial officer of the Borrower, demonstrating pro forma compliance with Sections 7.8, 7.9, 7.10 and 7.11 hereof, after giving effect to each such Restricted Payment, no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: ; and (Ac) Availability is The Borrower may make scheduled payments of interest on its Subordinated Debt; (d) The Borrower may make payments required under the Distribution Agreement; (e) The Borrower and its Restricted Subsidiaries may make Restricted Payments and Restricted Purchases which are permitted to be made under Section 7.6 hereof; and (f) The Borrower and its Restricted Subsidiaries may make Restricted Purchases of minority ownership interests in the Borrower and its Restricted Subsidiaries from Persons who are not less than the greater of (1) thirty percent (30%) Affiliates of the amount Borrower, provided that such minority ownership interests so purchased shall become additional Collateral for the Obligations pursuant to the terms of one or more of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determinationSecurity Documents.

Restricted Payments and Purchases. No The Borrower Party shallshall not, or and shall not permit any Subsidiary of a Borrower Party its Subsidiaries to, directly or indirectly indirectly, declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that Borrower and its Subsidiaries may make scheduled or required payments in respect of Indebtedness for Money Borrowed (other than Subordinated Indebtedness) provided that such Indebtedness for Money Borrowed is permitted under Section 7.1 hereof and the Borrower and its Subsidiaries may make intercompany loans to the extent permitted by Section 7.6(g) hereof, and so long as no Default hereunder then exists or would be caused thereby, (a) and so long as a Subsidiary of the Borrower is not obligated on any Borrower’s Subsidiaries Indebtedness to the Borrower or any of its Subsidiaries, such Subsidiary may make Restricted Payments distributions to (i) any partner or shareholder of such Subsidiary holding a minority position with respect to such Subsidiary, so long as such Subsidiary makes a contemporaneous pro rata distribution to the Borrower or a wholly owned Domestic Subsidiary any of its Subsidiaries, and such partner or shareholder is not an Affiliate of the Borrower, and (ii) the Borrower or any Borrower that is a Borrower Partyof its Subsidiaries, (b) Parent the Borrower may (i) make Restricted Payments to the holders of the Equity Interests of Parent for scheduled interest payments, when such payments are due and in the amount of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent andpayable, on any Subordinated Indebtedness to the extent Parent such Subordinated Indebtedness has received scheduled payments in accordance with any subordination provisions thereunder, and (ii) repay, repurchase, redeem or otherwise acquire the Subordinated Notes or the Senior Unsecured Notes solely with the net proceeds of a distribution in such amount from the Subsidiaries of Parentcontemporaneous refinancing permitted by Section 7.1 hereof, the Subsidiaries of Parent and (c) Parent the Borrower may make Restricted Payments and Restricted Purchases after the Agreement Date if, before and after giving effect scheduled dividend payments or dividend payments required to such Restricted Payment, no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is not less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such make any Restricted Payment or Restricted Purchase permitted under Section 7.7(e) hereof, when such payments are due and payable on any Preferred Stock to the extent such Preferred Stock has dividend payments and such payments are made in accordance with any subordination provisions thereunder, (d) the Borrower may redeem, retire, or repay in whole or in part the Preferred Stock with shares of the common stock of the Borrower and (2e) so long as such Preferred Stock, Subordinated Notes or Senior Unsecured Notes are contemporaneously retired, the Borrower Parties may repurchase, repay, redeem or otherwise acquire the Preferred Stock, the Senior Unsecured Notes and/or the Subordinated Notes in an aggregate amount not to exceed (i) the gross proceeds from the issuance by the Borrower of the Senior Unsecured Notes minus (ii) $225,000,000 minus (iii) the sum of (A) sixty percent (60%) of the gross proceeds from the issuance of the Senior Unsecured Notes described in clause (e)(i) above in excess of $325,000,000, but less than or equal to $400,000,000, and their Subsidiaries have(B) seventy-five percent (75%) of the gross proceeds from the issuance of the Senior Unsecured Notes described in clause (e)(i) above in excess of $400,000,000, but less than or equal to $500,000,000, plus (iv) an amount equal to sixty- six and two-thirds percent (66 2/3%) of the aggregate amount of voluntary repayments of the Loans made from the Borrower's Portion of Excess Cash Flow for all preceding calendar years, not to exceed in the aggregate forty percent (40%) of the Borrower's Portion of Excess Cash Flow for all prior years, minus (v) the amount of dividends paid on a consolidated basesthe Preferred Stock after July 31, a Fixed Charge Coverage Ratio 2003." (f) Amendment to Section 7.8. Section 7.8 of at least 1.10:1.00 as of such date of determination.the Loan Agreement, Total Leverage Ratio, is hereby amended by deleting Section 7.8 in its entirety and substituting in lieu thereof the following:

Restricted Payments and Purchases. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than (a) Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that (a) any the Borrower’s Subsidiaries may make Restricted Payments to any the Borrower or a wholly owned Domestic Subsidiary of any the Borrower that is a Borrower Party, (b) Parent may make Restricted Purchases or Restricted Payments to for the holders sole purposes of repurchasing the Borrower’s Stock from employees of the Equity Interests Borrower and its Subsidiaries upon termination of Parent for employment of any such employee so long as (i) no Default or Event of Default shall have occurred and in be continuing or result therefrom and (ii) the aggregate amount of Federal and state taxes payable by all such holders which are attributable to the operations or assets of Parent and, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent may make Restricted Payments and Restricted Purchases after shall not exceed $500,000 during any twelve-month period and (c) Restricted Payments and Restricted Purchases provided that the Agreement Date if, Borrower shall have delivered evidence satisfactory to the Administrative Agent that the following conditions have been satisfied before and after giving effect to any such Restricted Payment, no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (Ai) no Default or Event of Default shall have occurred and be continuing or result from such Restricted Payment or Restricted Purchase, (ii) any such Restricted Payment or Restricted Purchase shall have occurred on or after the date that is one year immediately following the Agreement Date, (iii) each of the Term Loan Availability is and the Senior Credit Facility Availability (after giving effect to such transaction) shall not be less than $15,000,000, (iv) the Borrower shall have a Fixed Charge Coverage Ratio on a Pro Forma Basis after giving effect to such transaction of not less than 1.25 to 1.00 at the greater time of (1) thirty percent (30%) such Restricted Payment or Restricted Purchase and shall have delivered to the Administrative Agent pro forma calculations evidencing a projected Fixed Charge Coverage Ratio of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than 1.25 to 1.00 for the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) twelve-month period immediately following such Restricted Payment or Restricted Purchase Purchase, and (2v) Borrower Parties the aggregate amount of all such Restricted Payments and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determinationRestricted Purchases shall not exceed $500,000 during any twelve-month period.

Restricted Payments and Purchases. No The Borrower Party shallshall not, or and shall not permit any Subsidiary of a Borrower Party the Guarantors to, directly or indirectly indirectly, declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, except that (a) any Borrower’s Subsidiaries may make Restricted Payments to any Borrower or a wholly owned Domestic Subsidiary of any Borrower that is a Borrower Party, (b) Parent the Guarantors may make Restricted Payments to the holders Borrower, (b) the Borrower may make payments in respect of the Equity Interests of Parent for and in the amount of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent andEmployee Stock Incentive Expense, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent may make Restricted Payments and Restricted Purchases after the Agreement Date if, before and after giving effect to such Restricted Payment, no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may (i) there are no outstanding Advances pay to CVC and aggregate face amount CSC Holdings amounts due in respect of all outstanding Letters of Credit are less than $5,000,000 or the Accrued Tax Liabilities under, and in accordance with, the Tax Sharing Policy, (ii) if there make regularly scheduled payments of interest in respect of Indebtedness outstanding in connection with an Authorized Debt Issuance, (iii) make Restricted Payments, subject to the Subordination of Intercompany Obligations Agreement, for reimbursement of services to the extent set forth the Services Agreement, (iv) distribute the stock or other equity interests owned by the Borrower in R/L DBS Company, or any Net Cash Proceeds received by the Borrower in connection with any sale of R/L DBS Company, to CSC Holdings, (v) distribute the stock or other equity interests owned by the Borrower in any MSG Company to CSC Holdings, (vi) make cash distributions to CSC Holdings in an aggregate amount not to exceed $75,000,000 during the term of this Agreement, and (vii) make cash distributions to CSC Holdings funded by the Net Cash Proceeds received in connection with any Authorized Debt Issuance concurrently with the closing of such Authorized Debt Issuance to the extent such Net Cash Proceeds are outstanding Advances or not used by the Rainbow Companies for any other purpose; PROVIDED, HOWEVER, the aggregate face amount of all outstanding Letters of Credit are equal cash distributions made to or greater than $5,000,000, Parent, on behalf of the Borrower Parties, delivers CSC Holdings pursuant to the Administrative Agent a certificateforegoing clauses (vi) and (vii), together with supporting documents (I) the aggregate amount of Investments made in form CVC and substance reasonably satisfactory CSC Holdings pursuant to Section 8.2(c) hereof and (II) in the event the stock or other equity interests in R/L DBS Company shall be distributed to CSC 88 Holdings pursuant to the Administrative Agentforegoing clause (iv), executed by an Authorized Signatory certifying that as the aggregate amount of such Investments made pursuant to Section 8.2(c)(i) hereof in R/L DBS Company on or before the date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is distribution, shall not less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) at any time exceed $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times 300,000,000 during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio term of at least 1.10:1.00 as of such date of determinationthis Agreement.

Restricted Payments and Purchases. No Borrower Loan Party shall, or shall permit any Subsidiary of a Borrower Loan Party to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that that: (a) any Borrower’s Subsidiaries wholly owned Subsidiary of a Loan Parties may make Restricted Payments to any Borrower or a wholly owned Domestic Subsidiary of any Borrower that is a Borrower such Loan Party, ; (b) Parent a Loan Party may, and may make Restricted Payments to the holders permit any of the Equity Interests of Parent for its Subsidiaries to, pay reasonable and in customary directors’ fees and expenses and indemnities, provided, that the amount of Federal such fees, expenses and state taxes payable indemnities for directors who are not employed by such holders which are attributable to a Loan Party does not exceed $500,000 in the operations or assets of Parent and, to aggregate for the extent Parent has received a distribution in such amount from the Loan Parties and their Subsidiaries of Parent, the Subsidiaries of Parent and collectively during any fiscal year; (c) Parent a Loan Party may make Restricted Payments and Restricted Purchases after the Agreement Date ifpay Dividends to holders of its Capital Stock, before and so long as, after giving effect to such payment, the Payment Conditions are satisfied; (d) a Loan Party may make payments made pursuant the Management Agreement, so long as, after giving effect to such payment, the Payment Conditions are satisfied. (e) a Loan Party may make, to the extent constituting a Restricted Payment, Permitted Tax Distributions; and (f) a Loan Party may, and may permit any of its Subsidiaries to, make distributions to Parent which are immediately used by Parent (or sent by Parent to its direct or indirect parent company) to redeem from current or former directors, officers, employees, members of management, managers or consultants of Parent or any other Loan Party (or their respective immediate family members) Equity Interests provided, that all of the following conditions are satisfied: 314050368.12 (i) no Default or Event of Default has occurred and is continuing or would arise as a result from the making of such Restricted Payment, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or ; and (ii) if there are outstanding Advances or the aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf Restricted Payments permitted under this clause (f) in any Fiscal Year of the Borrower PartiesLoan Parties shall not exceed $50,000. Notwithstanding the foregoing, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is not less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such no Restricted Payment or Restricted Purchase and shall include the transfer of any Intellectual Property to any Person (2) Borrower Parties and their Subsidiaries have, on other than a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determinationLoan Party).

Restricted Payments and Purchases. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, directly Directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that that: (a) any Borrower’s Subsidiaries wholly owned Subsidiary of a Borrower may make Restricted Payments to any Borrower or a wholly owned Domestic Subsidiary of any Borrower that is a Borrower Party, such Borrower; (b) Parent a Loan Party may, and may make Restricted Payments to the holders permit any of the Equity Interests of Parent for its Subsidiaries to, pay reasonable and in customary directors’ fees and expenses and indemnities, provided, that the amount of Federal such fees and state taxes payable by such holders which are attributable to expenses for directors, in their capacity as directors, does not exceed $1,000,000 in the operations or assets of Parent aggregate for the Loan Parties and their Subsidiaries collectively during any Fiscal Year; and, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and (c) a Loan Party may, and may permit any of its Subsidiaries to, make distributions to Parent may make Restricted Payments and Restricted Purchases after the Agreement Date ifwhich are immediately used by Parent (or sent by Parent to its direct or indirect parent company) to redeem from current or former directors, before and after giving effect to such Restricted Paymentofficers, employees, members of management, managers or consultants of Parent or any other Loan Party (or their respective immediate family members) Equity Interests provided, that (A) no Default or Event of Default has occurred and is continuing or would arise as a result from of the making of such Restricted PaymentPayment and (B) the aggregate Restricted Payments permitted under this clause (c) in any Fiscal Year of the Loan Parties shall not exceed $1,000,000; (d) Parent may make distributions to former employees, officers, or directors of Parent or any Borrower (or any spouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Parent on account of repurchases of the Equity Interests of Parent held by such Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Parent; (e) Parent may make cash distributions to former employees, officers, or directors of Parent or any Borrower (or any spouses, ex-spouses, estates or Permitted Transferees (as defined in the Operating Agreement) of any of the foregoing) on account of redemptions of Equity Interests of Parent held by such Persons; provided, that (A) the payments made pursuant to this clauses (e) by Parent satisfy the Payment Conditions and (B) the aggregate amount of such redemptions and payments made pursuant to this clause (e) during the term of this Agreement plus the amount of Indebtedness outstanding under clause (l) of the definition of Permitted Indebtedness, does not exceed $2,500,000 in the aggregate; and (f) Other Restricted Payments by the Loan Parties and their Subsidiaries not to exceed $2,500,000 in the aggregate, so long as (i) there the Payment Conditions are satisfied with respect thereto. Notwithstanding the foregoing, no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000Restricted Payment, Parent, on behalf of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is not less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and or Investment shall include the transfer of any Intellectual Property, Eligible M&E or Eligible Change Order Claim to any Person (2) Borrower Parties and their Subsidiaries have, on other than a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determinationBorrower).

Restricted Payments and Purchases. No The Borrower Party shallshall not, or and shall permit any Subsidiary cause each of a Borrower Party its Restricted Subsidiaries not to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, except that so long as no Default hereunder then exists or set aside would be caused thereby: (a) On March 31, 2001 and on each March 31st thereafter, the Borrower may pay dividends or make other distributions to its shareholders, provided that (i) the Borrower shall have prepaid the Loans from the Borrower's Excess Cash Flow for the preceding fiscal year in the amount required by Section 2.8(a) hereof, (ii) the aggregate amount of such dividends and distributions shall not exceed, in any funds year, the amount of the Borrower's Excess Cash Flow for any the preceding fiscal year remaining after payment of the amount required to be prepaid on the Loans by the Borrower pursuant to Section 2.8(a) hereof, and (iii) the Borrower shall provide the Lenders with a certificate, signed by the chief financial officer of the Borrower, demonstrating pro forma compliance with the terms of this Section 7.7, after giving effect to such purpose, other than Dividends dividend payments; (b) The Borrower may make scheduled payments of interest and principal on common stock the Seller Subordinated Debt and scheduled payments of interest on its Subordinated Debt; (c) Any Restricted Subsidiary of the Borrower which accrue (but is a partnership may make payments to its partners which are not paid in cash) or are paid in kind or Dividends on preferred stock Affiliates, as required by the partnership agreement of such Subsidiary, and any Restricted Subsidiary of the Borrower which accrue (but is a corporation may make payments to its shareholders who are not paid in cash) Affiliates, as required by the articles of incorporation or are paid in kind; any shareholders agreement of such corporate Restricted Subsidiary, provided, however, that the aggregate amount of all such payments in any fiscal year shall not exceed the greater of (ai) any Borrower’s Subsidiaries may make Restricted Payments to any Borrower $1,000,000 or a wholly owned Domestic Subsidiary of any Borrower that is a Borrower Party, (bii) Parent may make Restricted Payments to the holders one percent (1%) of the Equity Interests Operating Cash Flow of Parent the Borrower and its Consolidated Subsidiaries for such fiscal year; (d) The Borrower and in the amount of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent and, to the extent Parent has received a distribution in such amount from the its Restricted Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent may make Restricted Payments and Restricted Purchases after the Agreement Date if, before and after giving effect to such Restricted Payment, no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as (i) there which are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is not less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected permitted to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determination.made under Section 7.6 hereof;

Restricted Payments and Purchases. No Borrower Loan Party shall, or shall permit any Subsidiary of a Borrower Loan Party to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that that: (a) any Borrower’s Subsidiaries wholly owned Subsidiary of a Borrower may make Restricted Payments to any such Borrower (other than to Parent or a wholly owned Domestic Subsidiary of any Borrower that is a Borrower Party, Services); (b) Parent a Loan Party may, and may make Restricted Payments to the holders permit any of the Equity Interests of Parent for its Subsidiaries to, pay reasonable and in the amount of Federal customary directors’ fees and state taxes payable by such holders which are attributable to the operations or assets of Parent and, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent expenses and indemnities; (c) a Loan Party may, and may permit any of its Subsidiaries to, make distributions to Parent may make Restricted Payments and Restricted Purchases after which are immediately used by Parent (or sent by Parent to its direct or indirect parent company) to redeem from current or former directors, officers, employees, members of management, managers or consultants of Parent or any other Loan Party (or their respective immediate family members) Equity Interests provided, that all of the Agreement Date if, before and after giving effect to such Restricted Payment, following conditions are satisfied: (i) no Default or Event of Default has occurred and is continuing or would arise as a result from the making of such Restricted Payment; and (ii) the aggregate Restricted Payments permitted under this clause (c) in any Fiscal Year of the Loan Parties shall not exceed $500,000; (d) Parent may pay dividends or other distributions payable solely in the Equity Interests of Parent (other than Disqualified Equity Interests); (e) (i) any Loan Party may make Restricted Payments to any other Loan Party and (ii) any Subsidiary of Parent that is not a Loan Party may make Restricted Payments to any Loan Party or to any other Subsidiary that is not a Loan Party; (f) Parent may make cash payments in lieu of fractional shares in an aggregate amount not to exceed $100,000; (g) to the extent Services or Parent are treated as a flow-through entity for federal income tax purposes, the Loan Parties and their Subsidiaries may make Permitted Tax Distributions; provided no Default or Event of Default has occurred and is continuing or would arise as a result of such payment; and (h) other Restricted Payments so long as (i) there the Distribution Payment Conditions are satisfied. Notwithstanding the foregoing, no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is not less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and shall include the transfer of any Intellectual Property to any Person (2) Borrower Parties and their Subsidiaries have, on other than a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determinationLoan Party).

Restricted Payments and Purchases. No The Borrower Party shall--------------------------------- shall not, or and shall permit any Subsidiary cause each of a Borrower Party its Subsidiaries not to, directly or indirectly indirectly, declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, Purchase except that (a) any Borrower’s Subsidiaries the Borrower may make regularly scheduled payments of interest when due on the Permitted High-Yield Securities or the Refinancing Securities, (b) the Borrower may make Restricted Payments to any Borrower or Holdco to permit Holdco to pay taxes, salaries, directors fees, indemnities and expenses and other corporate expenses in the ordinary course of its ------------------ *Certain terms have been omitted pursuant to a wholly owned Domestic Subsidiary of any Borrower that is a Borrower Partyrequest for confidential treatment, and the omitted portions have been filed separately with the Securities and Exchange Commission. business, (bc) Parent the Subsidiaries of the Borrower may make distributions to the holders of their respective Equity Interests, (d) the Borrower and its Subsidiaries may declare and pay dividends solely in common stock or Preferred Stock (other than Disqualified Capital Stock), and (e) so long as no Default or Event of Default then exists or would be caused thereby, the Borrower and its Subsidiaries may (i) make Restricted Payments to Holdco, Intermediate Holdco or any Permitted Intermediate Holdco Subsidiary to enable such Person to make, and such Person may make, regularly scheduled payments of interest when due on any Permitted High-Yield Securities (or the Refinancing Securities, as applicable), after expiration of a five (5) year period following the issuance of such securities (during which time such securities may accrue interest in kind), (ii) in connection with any refinancing of Permitted High-Yield Securities with Refinancing Securities, make Restricted Payments to the holders of the Permitted High-Yield Securities in an aggregate amount not to exceed the amount of then outstanding principal and accrued interest of the Permitted High-Yield Securities, plus related premiums, fees and expenses with respect to the refinancing of the Permitted High-Yield with such Refinancing Securities, (iii) make Restricted Payments or Restricted Purchases in connection with the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Parent for Holdco or any of its Subsidiaries held by any employee, former employee, spouse, former spouse of any employee or former employee and any of their respective estates, or make payments on notes evidencing any Management Redemption Debt, in an aggregate amount not to exceed the amount sum of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent and, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent may make Restricted Payments and Restricted Purchases after the Agreement Date if, before and after giving effect to such Restricted Payment, no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is not less than $1,000,000 during any fiscal year (with unused amounts in any fiscal year being carried over to succeeding fiscal years), plus (B) the greater of (1) thirty Borrower's fifty percent (3050%) share of the amount aggregate cash Net Proceeds received from any `key-man' life insurance policies, (iv) repurchase Equity Interests by the issuance of the Revolving Loan Commitment then in effect Management Redemption Debt permitted under Section 7.1 hereof, (v) repurchase Equity Interests or (2) $20,000,000 make payments with respect to Management Redemption Debt with Specified Equity Contributions expressly made for such purpose, and (B)(1vi) Availability is not projected repurchase Equity Interests in consideration for the cancellation of any Management Notes issued in connection with the original purchase thereof. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the Borrower's share of all Restricted Payments made by the direct Unrestricted Subsidiaries shall be less than paid to the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determinationBorrower."

Restricted Payments and Purchases. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that that, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, (a) any the Borrower’s Subsidiaries may make Restricted Payments to any the Borrower or a wholly owned Domestic Subsidiary of any the Borrower that is a Borrower Party, (b) [reserved], (c) any Subsidiary of Parent may make Restricted Payments to the holders of the Equity Interests of Parent for and in up to the amount of Federal and state taxes payable by such holders which are attributable necessary for Parent to make payments pursuant to clause (d) below, (d) the operations or assets of Parent and, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent Borrower may make Restricted Payments to Parent for Parent to pay (x) any Taxes (“Tax Distributions”) (including estimated payments) owing with respect to any consolidated, combined, unitary or affiliated group tax return filed by Parent that includes the Borrower and the Borrower’s applicable Subsidiaries to the extent such Taxes do not exceed the Taxes (including estimated payments) that would have been payable by the Borrower and its applicable Subsidiaries as a stand-alone consolidated, combined, unitary or affiliated group with the Borrower as the parent corporation and taking into account any net operating loss, tax credit or other tax attribute of or allocable to Parent, (y) [reserved], and (z) and any Restricted Purchases after the Agreement Date ifPayment made pursuant to clause (c), before (e) cashless exercises of options, warrants and after giving effect to such Restricted Paymentother equity-like securities shall be permitted, (f) so long as no Event of Default has occurred and is continuing exists or would result from the making of such Restricted Paymenttherefrom, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal Borrower Parties may make distributions to or greater than $5,000,000, Parent, on behalf redeem securities of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed or any Guarantor held by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is not less than the greater of (1) thirty percent (30%) employees of the amount Borrower Parties or any of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of their Subsidiaries either (x) twenty percent (20%) of upon the amount of death or separation from employment thereof following the Revolving Loan Commitment then in effect Sixth Amendment Effective Date, or (y) to fund payroll and withholding taxes incurred in respect of the grant of the securities as to which such redeemed securities were a part in an aggregate amount not to exceed $15,000,0001,750,000 in any fiscal year of the Parent, at all times and $6,000,000 in the aggregate during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase term of the Loan, in each case, after the date hereof and (2g) the Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio may repurchase up to $5,000,000 of at least 1.10:1.00 as of such date of determinationits Equity Interests in 2019 or 2020 pursuant to the share buyback program disclosed to the Agent prior to the Tenth Amendment Effective Date.

Restricted Payments and Purchases. No The Borrower Party shallshall not, or --------------------------------- and shall permit any Subsidiary cause each of a Borrower Party its Subsidiaries not to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase (except among the Borrower and its Subsidiaries), except that so long as no Default then exists or would be caused by the making of such Restricted Payment or Restricted Purchase, or set aside any funds for any and subject to full compliance by the Borrower with all of the covenants and agreements herein after giving effect to such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that payment: (a) any Borrower’s Subsidiaries the Borrower may make Restricted Payments (or distribute funds to the Parent Company to make) scheduled payments of interest on any Borrower or a wholly owned Domestic Subsidiary Subordinated Indebtedness and scheduled dividend payments on account of any Preferred Stock and Subsidiaries of the Borrower that is a Borrower Party, (b) Parent may make Restricted Payments payments under Guaranties (to the holders extent permitted hereunder) of the Equity Interests of Parent for and in the amount of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent andSubordinated Indebtedness, to the extent Parent has received a distribution in such amount from payments are permitted by the terms of subordination applicable to such Guaranties; (b) the Borrower and the Borrower's Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent may make Restricted Payments and Restricted Purchases after for or in connection with the Agreement Date ifrepayment, before and after giving effect to such Restricted Paymentprepayment, no Default has occurred and is continuing repurchase or would result from redemption of any of the making Borrower's or the Parent Company's equity or debt securities (including warrants for the purchase of such Restricted Paymentequity or debt securities) or otherwise during the term of this Agreement (in addition to amounts paid pursuant to Section 7.7(a) above), so long as in an aggregate amount not to exceed at any time during the term of this Agreement the sum of (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 the pro forma Broadcast Cash Flow for the twelve month period immediately preceding the proposed payment or measurement date, plus (ii) if there are outstanding Advances or aggregate face amount to the extent that such sums have been contributed as equity to the Borrower, up to $100,000,000 in proceeds of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf an offering of the Borrower PartiesParent Company's common stock; provided, delivers to the Administrative Agent a certificatehowever, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is not less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such any Restricted Payment or Restricted Purchase made under and in compliance with this Section 7.7(b) in any twelve-month period shall not cause a Default solely as a result of a decrease in such Broadcast Cash Flow during any subsequent twelve-month period; (c) the Borrower may make payments to the Parent Company in amounts equal to the Parent Company's Federal, state, and local tax liability which is actually due and payable arising from its ownership of the Capital Stock of the Borrower; (d) the Borrower may distribute cash to the Parent Company to be used by the Parent Company solely to make payments to its shareholders to avoid issuing fractional shares of its Capital Stock, provided, however, that such amounts shall count dollar-for-dollar against the Restricted Payments permitted to be made pursuant to Section 7.7(b), above; (e) the Borrower may distribute cash to the Parent Company for Parent Company obligations then due and payable for any of the following purposes: (i) expenses in the nature of the Corporate Overhead expenses for the Borrower; and (2ii) fees and expenses for professional services, including legal, accounting and appraisal services, and ongoing investment banking fees; and (f) the Borrower Parties may make Restricted Payments and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio Restricted Purchases consisting solely of at least 1.10:1.00 as shares of such date of determinationPreferred Stock otherwise permitted to be issued by the Borrower hereunder.

Restricted Payments and Purchases. No The Borrower Party shallshall not, or and shall permit any Subsidiary cause each of a Borrower Party its Restricted Subsidiaries not to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, except that so long as no Default exists before and immediately after giving effect thereto: (a) So long as the aggregate Unused Revolving Commitments shall be at least $100,000,000 immediately after giving effect thereto and no Materially Adverse Effect shall result therefrom, (i) At any Borrower’s Subsidiaries may make Restricted Payments time that the Leverage Ratio as of the immediately preceding fiscal quarter is greater than 4.00 to any Borrower or a wholly owned Domestic Subsidiary of any Borrower that is a Borrower Party, (b) Parent may make Restricted Payments 1.00 as reported to the holders of Administrative Agent and the Equity Interests of Parent for and in the amount of Federal and state taxes payable by such holders which are attributable Lenders pursuant to the operations or assets of Parent and, to the extent Parent has received a distribution in such amount from the Subsidiaries of ParentSection 6.3, the Subsidiaries of Parent and (c) Parent Borrower may make Restricted Payments and Restricted Purchases after in the Agreement Date ifaggregate amount not to exceed $200,000,000; and (ii) At any time that the Leverage Ratio as of the immediately preceding fiscal quarter is equal to or less than 4.00 to 1.00 as reported to the Administrative Agent and the Lenders pursuant to Section 6.3, before and the Borrower may make any Restricted Payment or Restricted Purchase; provided that in each case the Borrower shall provide the Lenders with a certificate of the chief financial officer of the Borrower, demonstrating pro forma compliance with Section 7.8 hereof, immediately after giving effect to such Restricted Payment, no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: ; (Ab) Availability is The Borrower may make scheduled payments of interest on its Subordinated Debt; (c) The Borrower may make payments required under the Distribution Agreement; (d) The Borrower and its Restricted Subsidiaries may make Restricted Payments and Restricted Purchases which are permitted to be made under Section 7.6 hereof; and (e) The Borrower and its Restricted Subsidiaries may make Restricted Purchases of minority ownership interests in the Borrower and its Restricted Subsidiaries from Persons who are not less than the greater of (1) thirty percent (30%) Affiliates of the amount Borrower; provided that such minority ownership interests so purchased shall become additional Collateral for the Obligations pursuant to the terms of one or more of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determinationSecurity Documents.

Restricted Payments and Purchases. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party its Restricted Subsidiaries to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in paid-in-kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in paid-in-kind; provided, however, that (a) any Borrower’s Subsidiaries Restricted Subsidiary may make Restricted Payments or Restricted Purchases to any Borrower or a wholly owned Domestic Subsidiary of any Borrower that is a Borrower Partyother Restricted Subsidiary, (b) Parent the Borrower Parties may make Restricted Payments to the holders repurchase, redeem or otherwise acquire or retire for value of the any Equity Interests of Parent Zayo, or declare or pay dividends or make other distributions, directly or indirectly, to fund the repurchase, redemption or other acquisition or retirement for and value of any Equity Interests of any direct or indirect parent of Zayo, in each case held by any current or former employee or director of the Borrower Parties (or any Subsidiaries thereof) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement entered into in the amount ordinary course of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent andbusiness, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent may make Restricted Payments and Restricted Purchases after the Agreement Date if, so long as both before and after giving effect to such Restricted PaymentPayment or Restricted Purchase, no Default has occurred and is continuing or would result from the making of such Restricted PaymentPayment or Restricted Purchase, (c) any Borrower may make additional Restricted Payments or Restricted Purchases in the following amounts after the Agreement Date, so long as (i) there are both before and after giving effect to such Restricted Payment or Restricted Purchase, no outstanding Advances Default has occurred and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 is continuing or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of would result from the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as making of such date of such proposed Restricted Payment or Restricted Purchase: (i) if minimum Availability is greater than or equal to $65,000,000 and the Total Leverage Ratio, on a pro forma basis, is less than 5.00 to 1.00 but greater than or equal to 4.50 to 1.00 at the time of the proposed payment of the Restricted Payments or the proposed Restricted Purchase, $40,000,000 less the aggregate amount of Restricted Payments and Restricted Purchases made under this clause (c) after the Agreement Date and (ii) if minimum Availability is greater than or equal to $32,500,000 and (A) Availability if the Total Leverage Ratio, on a pro forma basis, is not less than 4.50 to 1.00 but greater than or equal to 3.50 to 1.00 at the greater of (1) thirty percent (30%) time of the proposed payment of the Restricted Payments or the proposed Restricted Purchase, $100,000,000 less the aggregate amount of Restricted Payments and Restricted Purchases made under this clause (c) after the Revolving Loan Commitment then in effect Agreement Date, (B) if the Total Leverage Ratio, on a pro forma basis, is less than 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 at the time of the proposed payment of the Restricted Payments or the proposed Restricted Purchase, $140,000,000 less the aggregate amount of Restricted Payments and Restricted Purchases made under this clause (2c) $20,000,000 after the Agreement Date, and (B)(1C) Availability if the Total Leverage Ratio, on a pro forma basis, is not projected less than 2.50 to 1.00 at the time of the proposed payment of the Restricted Payments or the proposed Restricted Purchase, $180,000,000 less the aggregate amount of Restricted Payments and Restricted Purchases made under this clause (c) after the Agreement Date, (d) the Borrowers may, within 180 days of any acquisition permitted by Section 8.7(c), distribute any assets or liabilities so acquired by the Borrowers that are determined by the Administrative Borrower to be less than non-core to the greater of (x) twenty percent (20%) business of the amount Borrowers and their Subsidiaries; provided, that the fair market value of any assets and liabilities so distributed in respect of any such acquisition shall not exceed 5.0% of the Revolving Loan Commitment Annualized EBITDA of Zayo based on the most recent fiscal quarter of Zayo then ended in respect of which financial statements are available (and the Administrative Borrower shall provide to the Administrative Agent a certificate from an Authorized Signatory of the Administrative Borrower certifying as to compliance with this clause (d)), (e) the Borrower Parties may make Restricted Payments and Restricted Purchases, to the extent that, giving effect or (y) $15,000,000to such Restricted Payments and Restricted Purchases, at all times during the twelve (12) month period immediately following Available Amount Utilization as of such date shall not exceed the Available Amount as of such date, so long as both before and after giving effect to such Restricted Payment or Restricted Purchase Purchase, (x) no Default or Event of Default has occurred and is continuing or would result from the making of such Restricted Payment or Restricted Purchase, and (2y) the Borrower Parties could incur at least $1.00 of additional Funded Debt and remain in compliance with a Total Leverage Ratio of not greater than 6.00:1.00, (f) the Borrower Parties may make Restricted Payments and Restricted Purchases in an amount not to exceed $30,000,000,the greater of (i) $150,000,000 and (ii) 3.0% Total Assets of the Borrower Parties at any time, so long as both before and after giving effect to such Restricted Payment or Restricted Purchase, no Default has occurred and is continuing or would result from the making of such Restricted Payment or Restricted Purchase, (g) Restricted Payments to, any Parent in amounts required for any Parent to pay, in each case without duplication, (i) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence, (ii) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Borrowers and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as Restricted Subsidiaries; provided that in each case the amount of such date payments in any fiscal year does not exceed the amount that the Borrowers and their Restricted Subsidiaries would be required to pay in respect of determinationits foreign, federal, state and local taxes for such fiscal year were the Borrowers and their Restricted Subsidiaries to pay such taxes separately from any such parent entity, (iii) customary salary, bonus and other benefits payable to officers and employees of any Parent to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrowers and their Restricted Subsidiaries and (iv) general corporate operating and overhead costs and expenses of any Parent to the extent such costs and expenses are attributable to the ownership or operation of the Borrowers and their Restricted Subsidiaries and, (h) amounts required for any Parent to pay fees and expenses incurred by any Parent related to the maintenance of such Parent of its corporate or other entity existence., and (i) the Borrower Parties may make Restricted Payments and Restricted Purchases so long as, after giving pro forma effect to the payment of such Restricted Payment or Restricted Purchase, as applicable, the Total Leverage Ratio would be positive and less than 3.75:1.00.

Restricted Payments and Purchases. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than (a) Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that (a) any the Borrower’s Subsidiaries may make Restricted Payments to any the Borrower or a wholly owned Domestic Subsidiary of any the Borrower that is a Borrower Party, (b) Parent may make Restricted Purchases or Restricted Payments to for the holders sole purposes of repurchasing the Borrower’s Stock from employees of the Equity Interests Borrower and its Subsidiaries upon termination of Parent for employment of any such employee so long as (i) no Default or Event of Default shall have occurred and in be continuing or result therefrom and (ii) the aggregate amount of Federal and state taxes payable by all such holders which are attributable to the operations or assets of Parent and, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent may make Restricted Payments and Restricted Purchases after shall not exceed $500,000 during any twelve-month period and (c) Restricted Payments and Restricted Purchases provided that the Agreement Date if, Borrower shall have delivered evidence satisfactory to the Co-Collateral Agents that the following conditions have been satisfied before and after giving effect to any such Restricted Payment, no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (Ai) no Default or Event of Default shall have occurred and be continuing or result from such Restricted Payment or Restricted Purchase, (ii) any such Restricted Payment or Restricted Purchase shall have occurred on or after the date that is one year immediately following the Agreement Date, (iii) Availability is shall not be less than $15,000,000, (iv) the Borrower shall have a Fixed Charge Coverage Ratio of not less than 1.25 to 1.00 at the greater time of (1) thirty percent (30%) such Restricted Payment or Restricted Purchase and shall have delivered to the Co-Collateral Agents pro forma calculations evidencing a projected Fixed Charge Coverage Ratio of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than 1.25 to 1.00 for the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) twelve-month period immediately following such Restricted Payment or Restricted Purchase Purchase, and (2v) Borrower Parties the aggregate amount of all such Restricted Payments and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determinationRestricted Purchases shall not exceed $500,000 during any twelve-month period.