FairPoint Communications 2002 Annual Report Download - page 251

or unsecured.
(b) The audited consolidated statements of financial condition of
the Borrower and its Subsidiaries at December 31, 2000, December 31, 2001 and
December 31, 2002 and the related consolidated statements of income and cash
flows and changes in shareholders' equity of the Borrower and its Subsidiaries
for the fiscal years of the Borrower ended on such dates, in each case furnished
to the Lenders prior to the Restatement Effective Date, present fairly in all
material respects the consolidated financial position of the Borrower and its
Subsidiaries at the date of said financial statements and the results for the
respective periods covered thereby. All such financial statements have been
prepared in accordance with GAAP and practices consistently applied except to
the extent provided in the notes to said financial statements. The PRO FORMA
consolidated balance sheet of the Borrower as at December 31, 2002, a copy of
which has heretofore been furnished to each Lender, presents a good faith
estimate of the consolidated PRO FORMA financial condition of the Borrower
(after giving effect to the Transaction and all Indebtedness incurred or to be
incurred in connection therewith) as at the date thereof Nothing has occurred
since December 31, 2002 that has had or is reasonably likely to have a Material
Adverse Effect.
(c) Except as reflected in the financial statements described in
Section 5.10(b) or in the footnotes thereto, there were as of the Restatement
Effective Date no liabilities or obligations with respect to the Borrower or any
of its Subsidiaries of a nature (whether absolute, accrued, contingent or
otherwise and whether or not due) which, either individually or in aggregate, is
reasonably likely to be material to the Borrower and its Subsidiaries taken as a
whole, except as incurred in the ordinary course of business consistent with
past practices.
(d) On and as of the Restatement Effective Date, the Projections
have been prepared on a basis consistent with the financial statements referred
to in Section 5.10(B) for the fiscal year of the Borrower ended December 31,
2002, and are based on good faith estimates and assumptions made by the
management of the Borrower. On the Restatement Effective Date, such management
believed that the Projections were reasonable and attainable (it being
recognized by the Lenders that such projections as to future events are not to
be viewed as facts and that actual results during the period or periods covered
by any such projections may differ from the projected results).
5.11 SECURITY INTERESTS. At any time on or after the Restatement
Effective Date, the Pledge Agreement creates, as security for the obligations
purported to be secured thereby, a valid and enforceable Lien on all of the
Collateral subject thereto at such time, at such time superior to and prior to
the rights of all third Persons and subject to no other Liens (except for Liens
permitted under Section 7.03(a)), in favor of the Collateral Agent for the
benefit of the Secured Creditors, which Lien has been perfected under applicable
law. No filings or recordings are required in order to perfect, or continue the
perfection of, the Lien on the Collateral created under the Pledge Agreement,
except for filings or recordings required in connection with the Pledge
Agreement which shall have been made on or prior to the Restatement Effective
Date or as otherwise required in accordance with the terms of the Pledge
Agreement.
5.12 COMPLIANCE WITH STATUTES. Each of the Borrower and its
Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its
business and the ownership of its property, except such non-compliance as has
not had, and is not reasonably likely to have, individually or in the aggregate,
a Material Adverse Effect.
5.13 TAX RETURNS AND PAYMENTS. Each of the Borrower and its