FairPoint Communications 2002 Annual Report Download - page 139

(5) the payment, in compliance with clause (a) of this Section 4.09,
of fees and expenses to the Equity Investors during any fiscal year not in
excess of 1.0% of EBITDA for such year, PROVIDED that no Default or Event
of Default exists at the time of such payment or would result therefrom;
(6) any sale or other issuance of Capital Stock (other than
Disqualified Stock) of the Company; or
(7) the payment of customary legal fees and expenses to Paul,
Hastings, Janofsky & Walker LLP.
SECTION 4.10 LIMITATION ON GUARANTEES BY RESTRICTED SUBSIDIARIES. The
Company shall not cause or permit any of its Restricted Subsidiaries, directly
or indirectly, to Incur any Guarantee of any Debt of the Company ("Other Debt")
(other than a Permitted Guarantee) unless such Restricted Subsidiary, the
Company and the Trustee simultaneously execute and deliver a supplemental
indenture to this Indenture providing a Guarantee by such Restricted Subsidiary
of the Guaranteed Obligations on the terms and subject to the conditions set
forth in Article X, whereupon such Restricted Subsidiary shall become a Note
Guarantor for all purposes of this Indenture. If such Other Debt is (i) Senior
Debt, the Note Guarantee of such Note Guarantor shall rank PARI PASSU in right
of payment with the guarantee of such Other Debt, or (ii) Debt other than Senior
Debt, the Note Guarantee of such Note Guarantor shall be senior in right of
payment to the guarantee of such Other Debt (which guarantee of such Other Debt
shall provide by its terms that such guarantee is subordinated in right of
payment to the Note Guarantee of such Note Guarantor (and if such Other Debt is
a Subordinated Obligation, such guarantee shall be subordinated to such Note
Guarantee to the same extent and in the same manner as such Other Debt is
subordinated in right of payment to the Securities)).
SECTION 4.11 DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES. The
Board of Directors may designate any Subsidiary of the Company to be an
Unrestricted Subsidiary if (a) the Subsidiary to be so designated does not own
any Capital Stock or Debt of, or own or hold any Lien on any Property of, the
Company or any other Restricted Subsidiary, (b) the Subsidiary to be so
designated is not obligated under any Debt, Lien or other obligation that, if in
default, would result (with the passage of time or notice or otherwise) in a
default on any Debt of the Company or of any Restricted Subsidiary and (c)
either (i) the Subsidiary to be so designated has total assets of $1,000 or less
or (ii) such designation is effective immediately upon such entity becoming a
Subsidiary of the Company. Unless so designated as an Unrestricted Subsidiary,
any Person that becomes a Subsidiary of the Company will be classified as a
Restricted Subsidiary; PROVIDED, HOWEVER, that such Subsidiary shall not be
designated a Restricted Subsidiary and shall be automatically classified as an
Unrestricted Subsidiary if either of the requirements set forth in clauses (x)
and (y) of the immediately following paragraph will not be satisfied after
giving pro forma effect to such classification. Except as
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provided in the first sentence of this paragraph, no Restricted Subsidiary may
be redesignated as an Unrestricted Subsidiary.
The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary if, immediately after giving pro forma effect to such
designation, (x) the Company could Incur at least $1.00 of additional Debt
pursuant to Section 4.03(a)(i) and (y) no Default or Event of Default shall have
occurred and be continuing or would result therefrom.
Any such designation or redesignation by the Board of Directors will be
evidenced to the Trustee by filing with the Trustee a Board Resolution giving
effect to such designation or redesignation and an Officers' Certificate (a)
certifying that such designation or redesignation complies with the foregoing
provisions and (b) giving the effective date of such designation or
redesignation, such filing with the Trustee to occur within 45 days after the
end of the fiscal quarter of the Company in which such designation or
redesignation is made (or, in the case of a designation or redesignation made