FairPoint Communications 2004 Annual Report Download - page 304

(y) if the Acquired Person owns capital stock or equity interests in any other Person which is not a Wholly-Owned Subsidiary of the Acquired Person (a “ Non-
Wholly Owned Entity” ), (1) the Acquired Person shall not have been created or established in contemplation of, or for purposes of, the respective Permitted
Acquisition, (2) any Non-Wholly Owned Entity of the Acquired Person shall have been non-wholly-owned prior to the date of the respective Permitted
Acquisition and not created or established in contemplation thereof and (3) such Acquired Person and/or its Wholly-Owned Subsidiaries own at least 80% of
the consolidated assets of such Acquired Person and its Subsidiaries taken as a whole, (D) substantially all of the business, division or product line acquired
pursuant to the respective Permitted Acquisition, or the business of the Acquired Person and its Subsidiaries taken as a whole, is in the U.S., (E) the assets
acquired, or the business of the Acquired Person and its Subsidiaries, shall be in the Business, and (F) all requirements of Section 7.02 applicable to
Permitted Acquisitions are satisfied. Notwithstanding anything to the contrary contained in the immediately preceding sentence, an acquisition which does not
otherwise meet the requirements set forth above in the definition of “Permitted Acquisition” shall constitute a Permitted Acquisition if, and to the extent, the
Required Lenders agree in writing that such acquisition shall constitute a Permitted Acquisition for purposes of this Agreement.
“Permitted Exchange Senior Subordinated Notes ” shall mean senior subordinated notes issued in exchange for Permitted Senior
Subordinated Notes pursuant to the relevant Permitted Senior Subordinated Notes Indenture therefor, which Permitted Exchange Senior Subordinated Notes
are substantially identical securities to the originally issued Permitted Senior Subordinated Notes and shall be issued pursuant to a registered exchange offer or
private exchange offer for such Permitted Senior Subordinated Notes on market terms reasonably satisfactory to the Administrative Agent; provided that in no
event will the issuance of any Permitted Exchange Senior Subordinated Notes increase the aggregate principal amount of the Permitted Senior Subordinated
Notes theretofore outstanding and subject to such exchange or otherwise result in an increase in the interest rate applicable to the Permitted Senior Subordinated
Notes theretofore outstanding and subject to such exchange.
“Permitted Exchange Senior Unsecured Notes ” shall mean senior unsecured notes issued in exchange for Permitted Senior Unsecured Notes
pursuant to the relevant Permitted Senior Unsecured Notes Indenture therefor, which Permitted Exchange Senior Unsecured Notes are substantially identical
securities to the originally issued Permitted Senior Unsecured Notes and shall be issued pursuant to a registered exchange offer or private exchange offer for
such Permitted Senior Unsecured Notes on market terms satisfactory to the Administrative Agent; provided that in no event will the issuance of any Permitted
Exchange Senior Unsecured Notes increase the aggregate principal amount of Permitted Senior Unsecured Notes theretofore outstanding and subject to such
exchange or otherwise result in an increase in the interest rate applicable to the Permitted Senior Unsecured Notes theretofore outstanding and subject to such
exchange.
“Permitted Holders” shall mean Kelso, THL and each Management Affiliate.
“Permitted Junior Capital” shall mean and include (i) any Additional Permitted Subordinated Debt, (ii) any Permitted Senior Subordinated
Notes, (iii) any Qualified Preferred Stock and (iv) any Disqualified Preferred Stock.
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