FairPoint Communications 2004 Annual Report Download - page 257

Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or
immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent and the Lenders at least 5 Business Days’ prior written
notice of any Permitted Acquisition; (iii) the Borrower provides to the Administrative Agent and the Lenders as soon as available but not later than 5 Business
Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (iv) calculations
are made by the Borrower of compliance with the covenants contained in Sections 7.11 and 7.12 for the Calculation Period most recently ended prior to the
date of such Permitted Acquisition, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions and Significant
Asset Sales theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such
calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such
Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the
covenants contained in said Sections 7.11 and 7.12 had been applicable from the first day of the Calculation Period); (v) based on good faith projections
prepared by the Borrower for the period from the date of the consummation of the Permitted Acquisition to the date which is one year thereafter, the level of
financial performance measured by the covenants set forth in Sections 7.11 and 7.12 shall be better than or equal to such level as would be required to provide
that no Default or Event of Default would exist under the financial covenants contained in Sections 7.11 and 7.12 through the date which is one year from the
date of the consummation of the respective Permitted Acquisition (it being understood that projections as to future events are not to be viewed as facts and that
actual results during the period or periods covered by any such projections may differ from the projected results); (vi) all representations and warranties
contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and
warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific
earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (vii) after giving effect to
such proposed Permitted Acquisition and the payment of all amounts (including fees and expenses) owing in connection therewith, the sum of the Total
Unutilized Revolving Commitment then in effect plus the aggregate amount of all Unrestricted cash and Cash Equivalents of the Borrower and the Subsidiary
Guarantors at such time shall equal or exceed the sum of (I) $10,000,000 plus (II) an amount equal to the aggregate amount reasonably likely to be payable in
respect of all post-closing purchase price adjustments, earn-out payments, non-compete payments and/or deferred purchase payments (or similar payments),
in each case required or which will be required in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase
price adjustments and other payments may be required to be made) as determined by the Borrower in good faith plus (III) all capital expenditures (and the
financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day
period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to
all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition); (viii) in the case of (x) a
proposed Permitted Acquisition of an Acquired Person (other than a Telco or Carrier Services Company) or non-
51