FairPoint Communications 2002 Annual Report Download - page 258

7.02 CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC. The
Borrower will not, and will not permit any Subsidiary to, wind up, liquidate or
dissolve its affairs, or enter
into any transaction of merger or consolidation, or convey, sell, lease or
otherwise dispose of all or any part of its property or assets (other than
inventory or obsolete equipment or excess equipment no longer needed in the
conduct of the business in the ordinary course of business) or purchase, lease
or otherwise acquire all or any part of the property or assets of any Person
(other than purchases or other acquisitions of inventory, leases, materials and
equipment in the ordinary course of business) or agree to do any of the
foregoing at any future time without a contingency relating to obtaining any
required approval hereunder, except that the following shall be permitted:
(a) (i) any Subsidiary may be merged or consolidated with or into,
or be liquidated into, the Borrower or a Subsidiary Guarantor (so long as
the Borrower or such Subsidiary Guarantor is the surviving corporation), or
all or any part of its business, properties and assets may be conveyed,
sold or transferred to the Borrower or any Subsidiary Guarantor, PROVIDED
that neither the Borrower nor any Subsidiary Guarantor may be a party to
any merger, consolidation or liquidation otherwise permitted by this clause
(a) (i) involving a Person that is not a Subsidiary except in connection
with a Permitted Acquisition, and (ii) any Subsidiary that is not a
Subsidiary Guarantor may be merged or consolidated with or into, or convey,
sell or transfer its assets to, another Subsidiary that is not a Subsidiary
Guarantor, PROVIDED that if the stock or other equity interests of either
such Person was pledged pursuant to the Pledge Agreement the stock or other
equity interests of the surviving entity or the transferee entity, as the
case may be, shall also be pledged pursuant to a Pledge Agreement, PROVIDED
FURTHER that no such merger or consolidation otherwise permitted above
between a Pledged Subsidiary and Non-Pledged Subsidiary, and no such
conveyance, sale or transfer by a Pledged Subsidiary to a Non-Pledged
Subsidiary, shall be permitted unless, after giving effect thereto the PRO
FORMA EBITDA Test is satisfied;
(b) capital expenditures to the extent within the limitations set
forth in Section 7.05 hereof,
(c) the investments, acquisitions and transfers or dispositions of
properties permitted pursuant to Section 7.06;
(d) each of the Borrower and any Subsidiary may lease (as lessee)
real or personal property in the ordinary course of business (so long as
such lease does not create a Capitalized Lease Obligation not otherwise
permitted by Section 7.04(c));
(e) licenses or sublicenses by the Borrower and its Subsidiaries
of intellectual property in the ordinary course of business, PROVIDED, that
such licenses or sublicenses shall not interfere with the business of the
Borrower or any Subsidiary;
(f) (i) sales or dispositions of Non-Core Assets to the extent
that the aggregate Net Cash Proceeds received from all such sales and
dispositions permitted by this clause (f)(i) after the Restatement
Effective Date shall not exceed $40,000,000 in the aggregate and
$25,000,000 in any fiscal year of the Borrower and (ii) additional sales or
dispositions of assets to the extent that the aggregate Net Cash Proceeds
received from all such sales and dispositions permitted by this clause
(f)(ii) after the Restatement Effective
Date shall not exceed $2,500,000 in any fiscal year of the Borrower,
PROVIDED that (x) each such sale or disposition pursuant to this clause (f)
shall be in an amount at least equal to the fair market value thereof and