FairPoint Communications 2002 Annual Report Download - page 118

purposes and that are made in the ordinary course of business of the Company or
a Restricted Subsidiary; (f) loans and advances to employees made in the
ordinary course of business consistent with past practices of the Company or a
Restricted Subsidiary, as the case may be, PROVIDED that such loans and advances
do not exceed $1.0 million at any one time outstanding; (g) stock, obligations
or other securities received in settlement of debts created in the ordinary
course of business and owing to the Company or a Restricted Subsidiary or in
satisfaction of judgments; (h) Capital Stock of a Financing Cooperative made
through the reinvestment of dividends or other distributions received from such
Financing Cooperative; (i) any Person to the extent such Investment represents
the non-cash portion of the consideration received in connection with an Asset
Sale consummated in compliance with Section 4.07; and (j) other Investments made
for Fair Market Value that do not exceed $5.0 million outstanding at any one
time in the aggregate, when taken together with all other Investments made
pursuant to this clause (j) since the Issue Date.
"PERMITTED LIENS" means:
(a) Liens to secure Debt permitted to be Incurred under clause (b) of the
definition of "Permitted Debt" and Interest Rate Agreements in respect of such
Debt owed to lenders under the Credit Facility and their Affiliates (even if
such lender ceases to be a party to the Credit Facility);
(b) Liens to secure Debt permitted to be Incurred under clause (c) of the
definition of "Permitted Debt", provided that any such Lien may not extend to
any Property of the Company or any Restricted Subsidiary, other than the
Property acquired,
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constructed or leased with the proceeds of such Debt and any improvements or
accessions to such Property;
(c) Liens for taxes, assessments or governmental charges or levies on the
Property of the Company or any Restricted Subsidiary if the same shall not at
the time be delinquent or thereafter can be paid without penalty, or are being
contested in good faith and by appropriate proceedings promptly instituted and
diligently concluded, PROVIDED that any reserve or other appropriate provision
that shall be required in conformity with GAAP shall have been made therefor;
(d) Liens imposed by law, such as carriers', warehousemen's and mechanics'
Liens and other similar Liens, on the Property of the Company or any Restricted
Subsidiary arising in the ordinary course of business and securing payment of
obligations that are not more than 60 days past due or are being contested in
good faith and by appropriate proceedings;
(e) Liens on the Property of the Company or any Restricted Subsidiary
Incurred in the ordinary course of business to secure performance of obligations
with respect to statutory or regulatory requirements, performance or
return-of-money bonds, surety bonds or other obligations of a like nature and
Incurred in a manner consistent with industry practice, in each case which are
not Incurred in connection with the borrowing of money, the obtaining of
advances or credit or the payment of the deferred purchase price of Property and
which do not in the aggregate impair in any material respect the use of Property
in the operation of the business of the Company and the Restricted Subsidiaries
taken as a whole;
(f) Liens on Property at the time the Company or any Restricted Subsidiary
acquired such Property, including any acquisition by means of a merger or
consolidation with or into the Company or any Restricted Subsidiary; PROVIDED,
HOWEVER, that any such Lien may not extend to any other Property of the Company
or any Restricted Subsidiary; pROVIDED FURTHER, HOWEVER, that such Liens shall
not have been Incurred in anticipation of or in connection with the transaction
or series of transactions pursuant to which such Property was acquired by the
Company or any Restricted Subsidiary;
(g) Liens on the Property of a Person at the time such Person becomes a