FairPoint Communications 2002 Annual Report Download - page 119

Restricted Subsidiary; PROVIDED, HOWEVER, that any such Lien may not extend to
any other Property of the Company or any other Restricted Subsidiary that is not
a direct Subsidiary of such Person; PROVIDED FURTHER, HOWEVER, that any such
Lien was not Incurred in anticipation of or in connection with the transaction
or series of transactions pursuant to which such Person became a Restricted
Subsidiary;
(h) pledges or deposits by the Company or any Restricted Subsidiary under
workmen's compensation laws, unemployment insurance laws or similar legislation,
or good faith deposits in connection with bids, tenders, contracts (other than
for the payment of Debt) or leases to which the Company or any Restricted
Subsidiary is party, or deposits to secure public or statutory obligations of
the Company, or deposits for the payment of rent, in each case Incurred in the
ordinary course of business;
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(i) utility easements, building restrictions and such other encumbrances or
charges against real Property as are of a nature generally existing with respect
to properties of a similar character;
(j) Liens existing on the Issue Date not otherwise described in clauses (a)
through (i) above;
(k) Liens on the Property of the Company or any Restricted Subsidiary to
secure any Refinancing, in whole or in part, of any Debt secured by Liens
referred to in clause (b), (f), (g) or (j) above; PROVIDED, HOWEVER, that any
such Lien shall be limited to all or part of the same Property that secured the
original Lien (together with improvements and accessions to such Property) and
the aggregate principal amount of Debt that is secured by such Lien shall not be
increased to an amount greater than the sum of (i) the outstanding principal
amount, or, if greater, the committed amount, of the Debt secured by Liens
described under clause (b), (f), (g) or (j) above, as the case may be, at the
time the original Lien became a Permitted Lien under this Indenture and (ii) an
amount necessary to pay any fees and expenses, including premiums and defeasance
costs, incurred by the Company or such Restricted Subsidiary in connection with
such Refinancing;
(l) Liens securing Debt in an aggregate principal amount not to exceed
$50.0 million at any one time outstanding and permitted to be Incurred under
Section 4.03(a)(i) 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);
(m) Liens granted to secure the Securities pursuant to Section 4.05; and
(n) Liens not otherwise permitted by clauses (a) through (m) above
encumbering assets having an aggregate Fair Market Value not in excess of 5.0%
of Consolidated Net Tangible Assets, as determined based on the consolidated
balance sheet of the Company as of the end of the most recent fiscal quarter
ending at least 45 days prior to the date any such Lien shall be Incurred.
"PERMITTED REFINANCING DEBT" means any Debt that Refinances any other Debt,
including any successive Refinancings, so long as (a) such Debt is in an
aggregate principal amount (or if Incurred with original issue discount, an
aggregate issue price) not in excess of the sum of (i) the aggregate principal
amount (or if Incurred with original issue discount, the aggregate accreted
value) then outstanding of the Debt being Refinanced and (ii) an amount
necessary to pay any fees and expenses, including premiums and defeasance costs,
related to such Refinancing, (b) the Average Life of such Debt is equal to or
greater than the Average Life of the Debt being Refinanced, (c) the Stated
Maturity of such Debt is no earlier than the Stated Maturity of the Debt being
Refinanced and (d) the new Debt shall not be senior in right of payment to the
Debt that is being Refinanced; PROVIDED, HOWEVER, that Permitted Refinancing
Debt shall not include (x) Debt of a Subsidiary that Refinances Debt of the
Company or (y) Debt of the Company or a Restricted Subsidiary that Refinances
Debt of an Unrestricted Subsidiary.