FairPoint Communications 2004 Annual Report Download - page 252

5.19 Subordination. The subordination provisions contained in the Existing 2008 Subordinated Notes Documents and the Existing 2010
Subordinated Notes Documents and, on and after the execution, delivery and/or incurrence thereof, any Permitted Senior Subordinated Notes Documents and
any agreements or instruments relating to any Additional Permitted Subordinated Debt, and any Refinancing Indebtedness in respect of the foregoing, are
enforceable against the Borrower, the Subsidiary Guarantors party thereto and the holders of such Indebtedness, except to the extent that the enforceability
thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and by equitable
principles (regardless of whether enforcement is sought in equity or at law), and all Obligations hereunder and the obligations of the Borrower and each
Subsidiary Guarantor under the other Credit Documents are within the definitions of “Senior Debt” (or relevant similar term) and “Designated Senior Debt” or
“Designated Guarantor Senior Debt”, as applicable, included in such subordination provisions.
5.20 Capitalization. On the Initial Borrowing Date, after giving effect to the Transaction, the authorized capital stock of the Borrower shall
consist of (i) 200,000,000 shares of common stock, $.01 par value per share (such authorized shares of common stock, together with any subsequently
authorized shares of such common stock, the “ Borrower Common Stock”), of which 34,925,432 shares are issued and outstanding on the Initial Borrowing
Date (including 473,716 shares of restricted stock awarded under the Borrower’s 2005 Stock Incentive Plan on the Initial Borrowing Date, which are deemed
outstanding for purposes of GAAP) and (ii) 100,000,000 shares of preferred stock, $.01 per share, none of which is issued and outstanding on the Initial
Borrowing Date. All such outstanding shares have been duly and validly issued, are fully paid and nonassessable and are free of preemptive rights. On the
Initial Borrowing Date, the Borrower does not have outstanding any securities convertible into or exchangeable for its capital stock or outstanding any rights to
subscribe for or to purchase, or any options for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of, or any calls,
commitments or claims of any character relating to, its capital stock or any stock appreciation or similar rights.
SECTION 6. Affirmative Covenants. The Borrower hereby covenants and agrees that until the Commitments have terminated, no Notes
or Letters of Credit are outstanding and the Loans, together with interest, Fees and all other Obligations (other than any indemnities described in Section 11.13
which are not then owing) incurred hereunder, are paid in full:
6.01 Information Covenants. The Borrower will furnish to each Lender:
(a) Annual Financial Statements. As soon as available and in any event within 75 days after the close of each fiscal year of the
Borrower, the consolidated and consolidating balance sheet of the Borrower and the Intermediary Holding Companies, as at the end of such fiscal year and the
related consolidated and consolidating statements of operations and of cash flows for such fiscal year, and in each case setting forth comparative consolidated
and consolidating figures for the preceding fiscal year, and (x) in the case of consolidated statements, examined by independent certified public accountants of
recognized national standing whose opinion shall not be qualified as to the scope of audit and as to the status of the Borrower as a going concern or (y) in the
case of consolidating statements, certified by the chief financial officer of the Borrower, together with a certificate of such accounting firm stating that
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