FairPoint Communications 2004 Annual Report Download - page 307

control” covenant included in the indenture governing such Indebtedness shall provide that, before the mailing of any required “notice of redemption” in
connection therewith, the Borrower shall covenant to (I) obtain the consent of the Required Lenders or (II) pay the Obligations in full in cash, (v) any “asset
sale” offer to purchase covenant included in the indenture governing such Indebtedness shall provide that the Borrower or the respective Subsidiary shall be
permitted to repay obligations, and terminate commitments, under this Agreement before offering to purchase such Indebtedness, (vi) the indenture governing
such Indebtedness shall not include any financial maintenance covenants, and (vii) the “default to other indebtedness” event of default contained in the
indenture governing such Indebtedness shall provide for a “cross-acceleration” rather than a “cross-default”. As used in this Agreement (other than this
definition), the term “Permitted Senior Unsecured Notes” shall include any Permitted Exchange Senior Unsecured Notes issued pursuant to the relevant
Permitted Senior Unsecured Notes Indenture in exchange for outstanding Permitted Senior Unsecured Notes, as contemplated by the definition of “Permitted
Exchange Senior Unsecured Notes”. The issuance of Permitted Senior Unsecured Notes shall be deemed to be a representation and warranty by the Borrower
that all conditions thereto have been satisfied in all material respects and that same is permitted in accordance with the terms of this Agreement, which
representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Sections 4.02 and
8.
“Permitted Senior Unsecured Notes Documents ” shall mean, on or after the execution and delivery thereof, each Permitted Senior
Unsecured Notes Indenture, the Permitted Senior Unsecured Notes and each other agreement, document or instrument relating to the issuance of the Permitted
Senior Unsecured Notes, in each case as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and
thereof.
“Permitted Senior Unsecured Notes Indenture ” shall mean any indenture or similar agreement entered into in connection with the issuance of
Permitted Senior Unsecured Notes, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.
“Permitted Swap Transaction” shall mean a transfer of assets by the Borrower or any of its Subsidiaries in which at least 85% of the
consideration received therefrom consists of assets (other than cash) that will be used in the Business; provided that (x) the fair market value (as determined in
good faith by the board of directors of the Borrower) of the assets so transferred shall not exceed the fair market value (determined as provided in the preceding
parenthetical) of the assets so received and (y) the fair market value (as determined in good faith by the board of directors of the Borrower) of the assets
transferred pursuant to any such transaction shall not exceed 12.5% of Consolidated Tangible Assets (as shown on the consolidated balance sheet of the
Borrower most recently delivered (or required to be delivered) to the Administrative Agent pursuant to Section 6.01(a) or (b), as the case may be); provided
further that the fair market value of such assets shall be determined by an independent appraiser satisfactory to the Administrative Agent if in excess of
$20,000,000.
“Person” shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other
enterprise or any government or political subdivision or any agency, department or instrumentality thereof.
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