FairPoint Communications 2004 Annual Report Download - page 261

(z) the entering into, and performing its obligations under, this Agreement and the other Credit Documents to which it is a party.
7.02 Consolidation, Merger, Sale or Purchase of Assets, etc . The Borrower will not, and will not permit any Subsidiary to, wind up,
liquidate or dissolve its affairs, or enter into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its
property or assets (other than inventory or obsolete equipment or excess equipment no longer needed in the conduct of its business in the ordinary course of
business) or purchase, lease or otherwise acquire all or any part of the property or assets of any Person (other than purchases or other acquisitions of
inventory, leases, materials and equipment in the ordinary course of business) or agree to do any of the foregoing at any future time without a contingency
relating to obtaining any required approval hereunder, except that the following shall be permitted:
(a) (i) any Subsidiary may be merged or consolidated with or into, or be liquidated into, the Borrower or a Subsidiary Guarantor (so
long as the Borrower or such Subsidiary Guarantor is the surviving corporation), or all or any part of its business, properties and assets may be
conveyed, sold or transferred to the Borrower or any Subsidiary Guarantor, and (ii) any Subsidiary that is not a Subsidiary Guarantor may be
merged or consolidated with or into, or convey, sell or transfer its assets to, another Subsidiary that is not a Subsidiary Guarantor, provided that if
the stock or other equity interests of either such Person were pledged pursuant to the Pledge Agreement the stock or other equity interests of the
surviving entity or the transferee entity, as the case may be, shall also be pledged pursuant to the Pledge Agreement; provided, further, that no such
merger or consolidation otherwise permitted by this clause (a) between a Pledged Subsidiary and Non-Pledged Subsidiary, and no such conveyance,
sale or transfer by a Pledged Subsidiary to a Non-Pledged Subsidiary, shall be permitted unless, after giving effect thereto, the Pro Forma EBITDA
Test is satisfied;
(b) capital expenditures to the extent within the limitations set forth in Section 7.05;
(c) the investments, acquisitions and transfers or dispositions of properties, shares and assets permitted pursuant to Section 7.06;
(d) each of the Borrower and any Subsidiary may lease (as lessee) real or personal property in the ordinary course of business (so
long as such lease does not create a Capitalized Lease Obligation not otherwise permitted by Section 7.04(c));
(e) licenses or sublicenses by the Borrower and its Subsidiaries of intellectual property in the ordinary course of business, provided,
that such licenses or sublicenses shall not interfere with the business of the Borrower or any Subsidiary;
(f) (i) Excluded Asset Sales and (ii) additional sales or dispositions of assets to the extent that the aggregate Net Cash
Proceeds received from all such sales and dispositions permitted by this clause (f)(ii) after the Initial Borrowing Date shall not exceed $4,000,000 in
any fiscal year of the Borrower, provided that (x) each such sale or
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