FairPoint Communications 2004 Annual Report Download - page 271

7.08 Modifications. The Borrower will not, and will not permit any of its Subsidiaries to:
(a) amend or modify (or permit the amendment or modification of) any provisions of any Permitted Acquired Debt, any Scheduled
Existing Indebtedness, any Existing 2008 Senior Subordinated Notes Document, any Existing 2010 Senior Subordinated Notes Document, any
Existing 2010 Senior Notes Document and, on and after the execution, delivery and/or incurrence thereof, any Permitted Senior Unsecured Notes
Document, any Permitted Senior Subordinated Notes Document and any agreements or instruments relating to any other Permitted Junior Capital or
any other Permitted Refinancing Indebtedness, in any such case other than amendments or modifications that are not in any way adverse to the
interests of the Lenders; provided that in no event shall any amendment to the foregoing (i) increase the applicable interest rate, (ii) shorten the
maturity date from that theretofore in effect, (iii) modify or change any subordination provisions contained therein or (iv) make any covenant more
restrictive than previously existed thereunder; and/or
(b) amend, modify or change in any manner adverse to the interests of the Lenders the organizational documents (including by-laws)
of any Pledge Party (including, without limitation, by the filing or modification of any certificate or articles of designation, other than any certificate
of designation relating to Disqualified Preferred Stock or Qualified Preferred Stock issued as permitted herein), any agreement entered into by the
Borrower with respect to its capital stock, or enter into any new agreement in any manner adverse to the interests of the Lenders with respect to the
capital stock of the Borrower (in each case other than an agreement governing Disqualified Preferred Stock or Qualified Preferred Stock issued as
permitted herein).
7.09 Restricted Payments, Etc. (a) The Borrower will not, and will not permit any of its Subsidiaries to, make any Restricted Payment,
except that:
(i) (x) any Subsidiary of the Borrower may pay Dividends to the Borrower or any Wholly-Owned Subsidiary of the Borrower
(including by way of conversion of intercompany payables) and (y) any Non-Wholly-Owned Subsidiary of the Borrower may pay cash Dividends
to its shareholders generally, so long as the Borrower or its respective Subsidiary which owns the equity interest in the Subsidiary paying such
Dividends receives at least its proportionate share thereof (based upon its relative holding of the equity interests in the Subsidiary paying such
Dividends and taking into account the relative preferences, if any, of the various classes of equity interests of such Subsidiary);
(ii) the Borrower may redeem or repurchase shares of Borrower Common Stock (or options, warrants and/or appreciation rights in
respect thereof) from shareholders, officers, employees, consultants and directors (or their estates) upon the death, permanent disability, retirement or
termination of employment of any such Person or otherwise in accordance with any shareholder agreement, stock option plan or any employee stock
ownership plan, provided that (x) no Default or Event of Default is then in existence or would arise therefrom and (y) the aggregate amount of all cash
paid in
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