FairPoint Communications 2004 Annual Report Download - page 260

outstanding Additional Permitted Subordinated Debt solely through (x) the accretion of the principal amount thereof or (y) the issuance of additional notes
evidencing Additional Permitted Subordinated Debt, rather than in cash.
6.16 Interest Rate Protection. No later than the 90th day after the Initial Borrowing Date, the Borrower shall enter into, and for a minimum
period of two years thereafter maintain, Interest Rate Agreements establishing a fixed or maximum interest rate acceptable to the Administrative Agent for an
aggregate notional amount equal to at least 50% of the initial aggregate principal amount of the Initial B Term Loans incurred on the Initial Borrowing Date.
6.17 Maintenance of Company Separateness. (a) The Borrower will, and will cause each of its Subsidiaries and Unrestricted
Subsidiaries to, satisfy customary Company formalities, including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or
action by directors or shareholders without a meeting and the maintenance of Company offices and records. Neither the Borrower nor any of its Subsidiaries
shall make any payment to a creditor of any Unrestricted Subsidiary in respect of any liability of any Unrestricted Subsidiary, and no bank account of any
Unrestricted Subsidiary shall be commingled with any bank account of the Borrower or any of its Subsidiaries. Any financial statements distributed to any
creditors of any Unrestricted Subsidiary shall clearly establish or indicate the Company separateness of such Unrestricted Subsidiary from the Borrower and
its Subsidiaries.
(b) The Borrower shall not permit any cash of any Non-Pledge Party Subsidiary, on the one hand, and any Pledge Party, on the other
hand, to be commingled in any bank account.
SECTION 7. Negative 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:
7.01 Changes in Business. (a) The Borrower will not permit at any time the business activities taken as a whole conducted by the
Borrower, its Subsidiaries and its Unrestricted Subsidiaries to be materially different from the business activities taken as a whole (including incidental
activities) conducted by the Borrower and its Subsidiaries on the Initial Borrowing Date and businesses reasonably related thereto (the “ Business”).
(b) Notwithstanding the foregoing, no 2d-Tier Holdco will engage in any business or own any significant assets (other than its
ownership of (x) equity interests of Subsidiaries existing on the date hereof or permitted to be created, established or acquired pursuant to the terms of this
Agreement and (y) intercompany obligations owed to it and permitted to be extended by it pursuant to Section 7.06(c)) or have any liabilities (other than (x)
those liabilities for which it is responsible under this Agreement and the other Credit Documents to which it is a party and (y) intercompany debt permitted to
be incurred by it pursuant to Section 7.06(c)); provided that any 2d-Tier Holdco may engage in those activities and incur related liabilities that are incidental
to (x) the maintenance of its corporate existence in compliance with applicable law, (y) legal, tax and accounting matters in connection with any of the foregoing
activities and
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