FairPoint Communications 2004 Annual Report Download - page 246

5.03 No Violation. Neither the execution, delivery or performance by any Credit Party of the Documents to which it is a party nor
compliance with the terms and provisions thereof, (i) will contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction or
decree of any court or governmental instrumentality, (ii) will violate, conflict or be inconsistent with or result in any breach of, any of the terms, covenants,
conditions or provisions of, or constitute a default under, or (other than pursuant to the Pledge Agreement) result in the creation or imposition of (or the
obligation to create or impose) any Lien upon any of the property or assets of the Borrower or any of its Subsidiaries pursuant to the terms of any indenture,
mortgage, deed of trust or other material agreement or instrument to which the Borrower or any of its Subsidiaries is a party or by which it or any of its
property or assets are bound or to which it may be subject or (iii) will violate any provision of the organizational documents (including by-laws) of the
Borrower or any of its Subsidiaries.
5.04 Litigation. There are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened (i) with respect to any
Credit Document, (ii) with respect to the Transaction or any other Document or (iii) with respect to the Borrower or any of its Subsidiaries that have had, or
that are reasonably likely to have, a Material Adverse Effect. Additionally, there does not exist any judgment, order or injunction prohibiting or imposing
material adverse conditions upon the incurrence of any Credit Event.
5.05 Use of Proceeds; Margin Regulations. (a) The proceeds of all Initial B Term Loans shall be utilized solely to finance, in part, the
Refinancing (including to fund the Segregated Account and to finance the Existing 2008 Senior Subordinated Notes Redemption but excluding the Optional
Non-2008 Tender Offer Notes Refinancing) and to pay certain fees and expenses relating to the Transaction.
(b) The proceeds of all Delayed-Draw B Term Loans shall be utilized solely to finance the Optional Non-2008 Tender Offer Notes
Refinancing.
(c) The proceeds of all Incremental B Term Loans shall be utilized for general corporate and working capital purposes of the
Borrower and its Subsidiaries (including, without limitation, to finance Permitted Acquisitions).
(d) The proceeds of RF Loans may be used (x) on the Initial Borrowing Date to finance, in part, the Refinancing (other than the
Existing 2008 Senior Subordinated Notes Redemption and the Optional Non-2008 Tender Offer Notes Refinancing) and to pay certain fees and expenses
relating to the Transaction and (y) for working capital, general corporate and capital expenditure requirements of the Borrower and its Subsidiaries (including
to finance Permitted Acquisitions, the Existing 2008 Senior Subordinated Notes Redemption and the Optional Non-2008 Tender Offer Notes Refinancing, to
repay any Existing Seller/Opco Notes not refinanced pursuant to the Refinancing and, subject to the satisfaction of the Minimum Liquidity Condition, to pay
dividends on Borrower Common Stock permitted to be paid pursuant to the terms of this Agreement); provided that no more than $13.0 million of proceeds of
RF Loans may be incurred on the Initial Borrowing Date for the purposes described in preceding clause (x).
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