FairPoint Communications 2004 Annual Report Download - page 264

(n) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Person in existence at the
time such Person is acquired pursuant to a Permitted Acquisition, in each case securing Permitted Acquired Debt, provided that (i) such Liens do not
attach to the capital stock or other equity interests of any Subsidiary of the Borrower and (ii) such Liens existed prior to, and were not incurred in
contemplation of, such Permitted Acquisition and do not attach to any other asset of the Borrower or any of its Subsidiaries; and
(o) Liens on property or assets of a Person in existence at the time such Person is acquired pursuant to an Investment permitted under
Section 7.06(l), in each case securing Indebtedness permitted under Section 7.04, provided that (i) such Liens do not attach to the capital stock or
other equity interests of any Subsidiary of the Borrower (other than any capital stock or other equity interests not held by the Borrower or any of its
Subsidiaries) and (ii) such Liens existed prior to, and were not incurred in contemplation of, such Investment and do not attach to any other asset of
the Borrower or any of its Subsidiaries.
7.04 Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist
any Indebtedness, except:
(a) Indebtedness incurred pursuant to this Agreement and the other Credit Documents;
(b) intercompany Indebtedness permitted by Section 7.06(c);
(c) Capitalized Lease Obligations initially incurred after the Initial Borrowing Date, provided that the aggregate Capitalized Lease
Obligations (exclusive of Permitted MJD Capital Debt) outstanding at any time under all Capital Leases incurred in reliance on this clause (c) after
Initial Borrowing Date, when added to the aggregate outstanding amount of Indebtedness incurred in reliance on Section 7.04(e), shall not exceed
$30,000,000 at any time;
(d) Indebtedness of the Borrower under Interest Rate Agreements entered into to protect it against fluctuations in interest rates in
respect of Indebtedness otherwise permitted under this Agreement, so long as the entering into of such Interest Rate Agreements are bona fide hedging
activities and are not for speculative purposes;
(e) Indebtedness incurred pursuant to purchase money mortgages permitted by Section 7.03(m); provided that the aggregate
outstanding amount of Indebtedness incurred in reliance on this clause (e), when added to the aggregate outstanding amount of all Capitalized Lease
Obligations incurred in reliance on Section 7.04(c), shall not exceed $30,000,000 at any time;
(f) (i) unsecured Indebtedness of the Borrower incurred under the Existing 2010 Senior Subordinated Notes and the Existing 2010
Senior Subordinated Notes Indenture, and of the Subsidiary Guarantors under subordinated guarantees of the obligations of the Borrower under the
Existing 2010 Senior Subordinated Notes Documents, in an aggregate principal amount not to exceed $20,000,000 ( less the amount of any
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