Common use of Restricted Payments and Purchases Clause in Contracts

Restricted Payments and Purchases. The Borrower shall not directly or indirectly declare or make any Restricted Payment or Restricted Purchase, except that so long as no Default or Event of Default hereunder then exists or would be caused thereby, the Borrower may make the following permitted Restricted Payments: (a) on or prior to the 180th day following the close of each fiscal year of BCC LP, a Tax Distribution for the benefit of Bresnan Communications, Inc. or any of its Affiliates with respect to such fiscal year; (i) for each fiscal year of BCC LP ending prior to January 1, 2005, on or prior to the 180th day following the close of each such fiscal year of BCC LP in which the Borrower's Operating Cash Flow does not exceed or equal the projected "Operating Cash (c) distributions to Holdco for the purpose of making interest payments in respect of the Holdco Notes and in respect of other Indebtedness for Money Borrowed incurred by Holdco or BCC LP which incurrence did not result in an Event of Default under Section 8.1(o); (d) so long as the Total Leverage Ratio shall have been less than 5.50 to 1.00 for the two (2) consecutive fiscal quarters immediately preceding the distribution date (and on the distribution date after giving effect to any Advance made with respect to such distribution), a single distribution in an amount not to exceed twenty-five percent (25%) of the Excess Cash Flow for the immediately preceding fiscal year; (e) distributions in respect of payments of monitoring fees as set forth in the Partnership Agreement in an amount not to exceed $550,000 per calendar year; (f) distributions in respect of management fees to be paid pursuant to the Partnership Agreement; provided, however, that the aggregate amount of such management fees does not exceed three percent (3%) of the gross revenues of the Borrower in any fiscal year, and, provided, further, that for purposes hereof, management fees shall not include operating expenses (as determined in accordance with GAAP), which shall not be subject to the restrictions of this Section; (g) repayments of, or distributions to pay, principal or interest on Member Subordinated Debt so long as (i) the Total Leverage Ratio (before and after giving effect to such repayment) is less than or equal to 5.50 to 1.00 and (ii) such Member Subordinated Debt has been outstanding for not less than two (2) full calendar quarters; (h) Restricted Payments contemplated to be made on or in connection with the Agreement Date and thereafter with respect to the purchase price of the Contributed Assets and payment of the Structuring Fee; (i) distributions to cover the ordinary course expenses of Holdco and BCC LP not to exceed $1,000,000 per calendar year; (j) distributions in respect of payments of up to $5,000,000 in the aggregate during the term hereof in respect of the redemption of management participation units; and (k) for purposes of clarification and subject to Section 7.2(g) hereof, Restricted Payments in respect of the AT&T Investment.

Restricted Payments and Purchases. The Borrower shall not, and shall cause each of its Subsidiaries not to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, Purchase (other than to the extent permitted in Section 7.6(b) hereof) except that so long as no Default or Event of Default hereunder then exists or would be caused thereby, the Borrower may make the following permitted Restricted Payments: (a) So long as the Leverage Ratio is below 5.00, on or prior after each date specified for mandatory reduction of the Commitment pursuant to Section 2.8(a) hereof, the 180th day following the close of each fiscal year of BCC LPBorrower may pay dividends or repay CellNet Subordinated Debt, a Tax Distribution for the benefit of Bresnan Communications, Inc. or any of its Affiliates with respect to such fiscal year; provided that (i) the Borrower shall have prepaid the Loans from its Excess Cash Flow for each the preceding four (4) fiscal year quarter period in the amount required by Section 2.8(a) hereof, (ii) the amount of BCC LP ending prior to January 1, 2005, such dividends and distributions paid and made on or prior after such date for such period shall not exceed the amount required to be prepaid on the 180th day following Loans by the close Borrower pursuant to Section 2.8(a) hereof (the "Remaining Excess Cash Flow"), and (iii) the Borrower shall provide the Lenders with a certificate, signed by the chief financial officer of each such fiscal year of BCC LP in which the Borrower's Operating Cash Flow does not exceed or equal , demonstrating pro forma compliance with the projected "Operating Cash (c) distributions to Holdco for the purpose terms of making interest payments in respect of the Holdco Notes and in respect of other Indebtedness for Money Borrowed incurred by Holdco or BCC LP which incurrence did not result in an Event of Default under this Section 8.1(o); (d) so long as the Total Leverage Ratio shall have been less than 5.50 to 1.00 for the two (2) consecutive fiscal quarters immediately preceding the distribution date (and on the distribution date 7.7, after giving effect to any Advance made with respect such dividend payments or repayments of CellNet Subordinated Debt; (b) So long as the Leverage Ratio is below 5.00, the Borrower may pay cash management fees to such distribution), a single distribution CellNet in an amount not to exceed twenty-exceed, in any fiscal year, five percent (255%) of the Excess Cash Flow Borrower's annual gross revenues for the immediately preceding fiscal year;; and (ec) The Borrower may make distributions in respect of payments of monitoring fees as set forth in the Partnership Agreement to CellNet to repay CellNet Subordinated Debt in an amount not to exceed $550,000 per calendar year; (f) distributions 12,500,000 in respect of management fees to be paid pursuant the aggregate if the Borrower shall have delivered to the Partnership Agreement; providedAdministrative Agent, howevera compliance certificate demonstrating its pro forma compliance with Sections 7.8, that the aggregate amount of such management fees does not exceed three percent (3%) of the gross revenues of the Borrower in any fiscal year7.9, and7.10, provided7.11, further, that for purposes 7.12 and 7.13 hereof, management fees shall not include operating expenses (as determined in accordance with GAAP), which shall not be subject to the restrictions of this Section; (g) repayments of, or distributions to pay, principal or interest on Member Subordinated Debt so long as (i) the Total Leverage Ratio (before and after giving effect to such repayment) is less than or equal to 5.50 to 1.00 and (ii) such Member Subordinated Debt has been outstanding for not less than two (2) full calendar quarters; (h) Restricted Payments contemplated to be made on or in connection with the Agreement Date and thereafter with respect to the purchase price of the Contributed Assets and payment of the Structuring Fee; (i) distributions to cover the ordinary course expenses of Holdco and BCC LP not to exceed $1,000,000 per calendar year; (j) distributions in respect of payments of up to $5,000,000 in the aggregate during the term hereof in respect of the redemption of management participation units; and (k) for purposes of clarification and subject to Section 7.2(g) hereof, Restricted Payments in respect of the AT&T Investmentdistributions.

Restricted Payments and Purchases. The Borrower shall not, and shall cause each of its Restricted Subsidiaries not to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, except that so long as no Default or Event of Default hereunder then exists or would be caused thereby, the Borrower may make the following permitted Restricted Payments: (a) the Borrower may make Restricted Payments to VoiceStream, to permit VoiceStream to make scheduled payments of interest on or prior Subordinated Debt, to the 180th day following extent the close Net Proceeds of such Subordinated Debt were Invested in the Borrower and its Restricted Subsidiaries, (b) on June 30, 2000 and on each fiscal year of BCC LPJune 30th thereafter, a Tax Distribution the Borrower may pay dividends or make other distributions to VoiceStream, to service Subordinated Debt or for the benefit of Bresnan Communicationsany other purpose, Inc. or any of its Affiliates with respect to such fiscal year; provided that (i) for each fiscal year of BCC LP ending prior to January 1, 2005, on or prior to the 180th day following Borrower shall have prepaid the close of each such fiscal year of BCC LP in which Loans from the Borrower's Operating Cash Flow does not exceed or equal the projected "Operating Cash (c) distributions to Holdco for the purpose of making interest payments in respect of the Holdco Notes and in respect of other Indebtedness for Money Borrowed incurred by Holdco or BCC LP which incurrence did not result in an Event of Default under Section 8.1(o); (d) so long as the Total Leverage Ratio shall have been less than 5.50 to 1.00 for the two (2) consecutive fiscal quarters immediately preceding the distribution date (and on the distribution date after giving effect to any Advance made with respect to such distribution), a single distribution in an amount not to exceed twenty-five percent (25%) of the Excess Cash Flow for the immediately preceding fiscal year; (e) distributions in respect of payments of monitoring fees as set forth year in the Partnership Agreement in an amount not to exceed $550,000 per calendar year; required by Section 2.8(a) hereof, (fii) distributions in respect of management fees to be paid pursuant to the Partnership Agreement; provided, however, that the aggregate amount of such management fees does dividends and distributions shall not exceed three percent (3%) exceed, in any year, the amount of the gross revenues Borrower's Excess Cash Flow for the preceding fiscal year remaining after payment of the amount required to be prepaid on the Loans by the Borrower in any fiscal year, and, provided, further, that for purposes pursuant to Section 2.8(a) hereof, management fees and (iii) the Borrower shall not include operating expenses (as determined in accordance provide the Lenders with GAAP)a certificate, which shall not be subject to signed by the restrictions chief financial officer of the Borrower, demonstrating pro forma compliance with the terms of this Section; (g) repayments ofSection 7.7, or distributions to pay, principal or interest on Member Subordinated Debt so long as (i) the Total Leverage Ratio (before and after giving effect to such repayment) is less than or equal to 5.50 to 1.00 dividend payments; and (iic) such Member Subordinated Debt has been outstanding for not less than two (2) full calendar quarters; (h) Restricted Payments contemplated the Borrower may make payments required to be made on or in connection with under the Agreement Date and thereafter with respect to the purchase price of the Contributed Assets and payment of the Structuring Fee; (i) distributions to cover the ordinary course expenses of Holdco and BCC LP not to exceed $1,000,000 per calendar year; (j) distributions in respect of payments of up to $5,000,000 in the aggregate during the term hereof in respect of the redemption of management participation units; and (k) for purposes of clarification and subject to Section 7.2(g) hereof, Restricted Payments in respect of the AT&T InvestmentVoiceStream Agreements.

Restricted Payments and Purchases. The Borrower shall not, and shall cause each of its Subsidiaries not to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, Purchase (other than to the extent permitted in Section 7.6(b) hereof) except that so long as no Default or Event of Default hereunder then exists or would be caused thereby, the Borrower may make the following permitted Restricted Payments: (a) So long as the Leverage Ratio is below 5.00, on or prior after each date specified for mandatory reduction of the Commitment pursuant to Section 2.8(a) hereof, the 180th day following the close of each fiscal year of BCC LPBorrower may pay dividends or repay CellNet Subordinated Debt, a Tax Distribution for the benefit of Bresnan Communications, Inc. or any of its Affiliates with respect to such fiscal year; provided that (i) the Borrower shall have prepaid the Loans from its Excess Cash Flow for each the preceding four (4) fiscal year quarter period in the amount required by Section 2.8(a) hereof, (ii) the amount of BCC LP ending prior to January 1, 2005, such dividends and distributions paid and made on or prior after such date for such period shall not exceed the amount required to be prepaid on the 180th day following Loans by the close Borrower pursuant to Section 2.8(a) hereof (the "Remaining Excess Cash Flow"), and (iii) the Borrower shall provide the Lenders with a certificate, signed by the chief financial officer of each such fiscal year of BCC LP in which the Borrower's Operating Cash Flow does not exceed or equal , demonstrating pro forma compliance with the projected "Operating Cash (c) distributions to Holdco for the purpose terms of making interest payments in respect of the Holdco Notes and in respect of other Indebtedness for Money Borrowed incurred by Holdco or BCC LP which incurrence did not result in an Event of Default under this Section 8.1(o); (d) so long as the Total Leverage Ratio shall have been less than 5.50 to 1.00 for the two (2) consecutive fiscal quarters immediately preceding the distribution date (and on the distribution date 7.7, after giving effect to any Advance made with respect such dividend payments or repayments of CellNet Subordinated Debt; (b) So long as the Leverage Ratio is below 5.00, the Borrower may pay cash management fees to such distribution), a single distribution CellNet in an amount not to exceed twenty-exceed, in any fiscal year, five percent (255%) of the Excess Cash Flow Borrower's annual gross revenues for the immediately preceding fiscal year;; and (ec) The Borrower may make distributions in respect of payments of monitoring fees as set forth in the Partnership Agreement to CellNet to repay CellNet Subordinated Debt in an amount not to exceed $550,000 per calendar year; (f) distributions 10,000,000 in respect of management fees to be paid pursuant the aggregate if the Borrower shall have delivered to the Partnership Agreement; providedAdministrative Agent, however, that the aggregate amount of such management fees does not exceed three percent (3%) of the gross revenues of the Borrower in a compliance certificate for any fiscal yearquarter in 1999, and, provided, further, that for purposes hereof, management fees shall not include operating expenses (as determined in accordance with GAAP), which shall not be subject to the restrictions of this Section; (g) repayments of, or distributions to pay, principal or interest on Member Subordinated Debt so long as demonstrating (i) that the Total Borrower's Leverage Ratio has not exceeded 8:50 to 1:00 during such quarter, and (before ii) pro forma compliance with Sections 7.8, 7.9, 7.10, 7.11, 7.12 and 7.13 hereof, after giving effect to such repayment) is less than or equal to 5.50 to 1.00 and (ii) such Member Subordinated Debt has been outstanding for not less than two (2) full calendar quarters; (h) Restricted Payments contemplated to be made on or in connection with the Agreement Date and thereafter with respect to the purchase price of the Contributed Assets and payment of the Structuring Fee; (i) distributions to cover the ordinary course expenses of Holdco and BCC LP not to exceed $1,000,000 per calendar year; (j) distributions in respect of payments of up to $5,000,000 in the aggregate during the term hereof in respect of the redemption of management participation units; and (k) for purposes of clarification and subject to Section 7.2(g) hereof, Restricted Payments in respect of the AT&T Investmentdistributions.

Restricted Payments and Purchases. The Borrower shall not, --------------------------------- and shall not permit any of its Subsidiaries to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, except that Subsidiaries of the Borrower may make Restricted Payments to the Borrower and to other wholly-owned Subsidiaries of the Borrower, and except further that the Borrower may: (a) accrue management fees under the Management Agreement and accrue financial advisory fees under the Financial Advisory Agreement, subject to the provisions of the Subordination of Management and Financial Advisory Fees Agreement and this Agreement; (b) so long as no Default or Event of Default hereunder then exists or would be caused thereby, during the Borrower may make the following permitted Restricted Payments: (a) on or prior to the 180th day following the close of each period from January 18, 1995 through and including December 31, 1998, pay management fees and expenses and financial advisory fees and expenses in an aggregate amount for any fiscal year of BCC LPnot to exceed $3,650,000, a Tax Distribution for the benefit of Bresnan Communications, Inc. or any of its Affiliates except that with respect to the fiscal year ending December 31, 1995, such fiscal year; amount shall not exceed the difference between (i) $3,650,000 minus (ii) management fees and expenses and financial ----- advisory fees and expenses paid by the General Partner for each fiscal year the period from and after January 18, 1995 through and including the Agreement Date, as the same may become due and payable under the Management Agreement and the Financial Advisory Agreement, or, in the case of BCC LP ending prior the General Partner, the predecessors to January 1, 2005, on or prior to the 180th day following the close of each such fiscal year of BCC LP in which the Borrower's Operating Cash Flow does not exceed or equal the projected "Operating CashAgreements; (c) subject to the provisions of Section 2.7(c) hereof, so long as no Default hereunder then exists or would be caused thereby, and so long as the Leverage Ratio is less than 5.5:1, on or after April 30, 1998 and on or after each April 30th thereafter, use up to fifty percent (50%) of Annual Excess Cash Flow for the most recently ended fiscal year of the Borrower to (i) make distributions to Holdco for the purpose of making interest payments in respect of the Holdco Notes and in respect of other Indebtedness for Money Borrowed incurred by Holdco Partners, or BCC LP which incurrence did not result in an Event of Default (ii) make acquisitions otherwise permitted under Section 8.1(o)7.4(b) hereof; (d) so long as the Total Leverage Ratio shall have been not less than 5.50 to 1.00 for the two five (25) consecutive fiscal quarters immediately preceding the distribution date (and on the distribution date after giving effect to any Advance made with respect to such distribution), a single distribution in an amount not to exceed twenty-five percent (25%) of the Excess Cash Flow for the immediately preceding fiscal year; (e) distributions in respect of payments of monitoring fees as set forth in the Partnership Agreement in an amount not to exceed $550,000 per calendar year; (f) distributions in respect of management fees to be paid pursuant days prior to the Partnership Agreement; providedmaking of any such payment described in Section 7.7(b) or (c) above, however, that the aggregate Borrower shall notify the Agents and the Banks in writing of its intent to make such a payment (making reference to this Section 7.7) and the proposed amount and nature of such management fees does not exceed three percent (3%) of payment, and shall provide the gross revenues of Agents and the Borrower in any fiscal yearBanks with calculations specifically demonstrating the Borrower's compliance with Sections 7.8, and, provided, further, that for purposes 7.9 and 7.10 hereof, management fees shall not include operating expenses (as determined in accordance with GAAP), which shall not be subject to the restrictions of this Section; (g) repayments of, or distributions to pay, principal or interest on Member Subordinated Debt so long as (i) the Total Leverage Ratio (both before and after giving effect to such repayment) is less than or equal to 5.50 to 1.00 and (ii) such Member Subordinated Debt has been outstanding for not less than two (2) full calendar quarterspayment; (he) Restricted Payments contemplated so long as no Default hereunder then exists or would be caused thereby, make Tax Distributions to the Partners; (f) so long as no Default hereunder then exists or would be made on or in connection with caused thereby, distribute to the Agreement Date General Partner the amount of any accounting fees and thereafter any fees of other professionals with respect to the purchase price preparation of financial statements and tax returns of the Contributed Assets General Partner solely with respect to matters involving the Borrower and payment of the Structuring Fee; (i) distributions to cover its Subsidiaries and related matters arising in the ordinary course expenses of Holdco and BCC LP not to exceed $1,000,000 per calendar year; (j) distributions in respect of payments of up to $5,000,000 in the aggregate during the term hereof in respect business of the redemption of management participation unitsGeneral Partner with respect to the Borrower and its Subsidiaries; and (kg) for purposes so long as no Default hereunder then exists or would be caused thereby, pay fees of clarification technical and subject to Section 7.2(g) hereof, Restricted Payments other consultants in respect the ordinary course of the AT&T InvestmentBorrower's and its Subsidiaries' business, so long as such consultants are not Affiliates.