FairPoint Communications 2002 Annual Report Download - page 259

for proceeds consisting of at least 85% cash and (y) the Net Cash Proceeds
of any such sale are applied to repay the Loans to the extent required by
Section 3.02(A)(c), PROVIDED FURTHER that the sale or disposition of the
capital stock or other equity interests of any Subsidiary of the Borrower
pursuant to this clause (f) shall be prohibited unless it is for all of the
outstanding capital stock or other equity interests of such Subsidiary
owned by the Borrower and its Subsidiaries;
(g) Permitted Acquisitions;
(h) leases and subleases permitted under Section 7.03(d) and (g);
(i) Permitted Swap Transactions; and
(j) a Special Asset Sale, so long as (x) the Net Cash Proceeds
therefrom do not exceed $25,000,000 in the aggregate, (y) each such sale is
for fair market value and 85% of the consideration therefor consists of
cash and (z) the Net Cash Proceeds therefrom are reinvested and/or applied
to repay the Loans to the extent required by Section 3.02(A)(c).
7.03 LIENS. The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets of any kind (real or personal, tangible or
intangible) of the Borrower or any such Subsidiary whether now owned or
hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable or notes with recourse to the
Borrower or any of its Subsidiaries) or assign any right to receive income,
except:
(a) Liens for taxes not yet delinquent or Liens for taxes being
contested in good faith and by appropriate proceedings for which adequate
reserves (in the good faith judgment of the management of the Borrower)
have been established;
(b) Liens in respect of property or assets of the Borrower or any
of its Subsidiaries imposed by law which were incurred in the ordinary
course of business, such as carriers', warehousemen's and mechanics' Liens,
statutory landlord's Liens, and other similar Liens arising in the ordinary
course of business, and (x) which do not in the aggregate materially
detract from the value of such property or assets or materially impair the
use thereof in the operation of the business of the Borrower or any of its
Subsidiaries or (y) which are being contested in good faith by appropriate
proceedings, which proceedings have the effect of preventing the forfeiture
or sale of the property or asset subject to such Lien;
(c) Liens created by or pursuant to this Agreement or the other
Credit Documents;
(d) Liens created pursuant to (x) Capital Leases in respect of
Capitalized Lease Obligations permitted by Section 7.04(c) and (y) Capital
Leases securing Permitted MJD Capital Debt;
(e) Liens arising from judgments, decrees or attachments and Liens
securing appeal bonds arising from judgments, in each case in circumstances
not constituting an Event of Default under Section 8.09;
(f) Liens (other than any Lien imposed by ERISA) incurred or
deposits made in the ordinary course of business in connection with
workers' compensation, unemployment insurance and other types of social
security, or to secure the performance of tenders, statutory obligations,
surety and appeal bonds, bids, leases, government contracts, performance
and return-of-money bonds and other similar obligations incurred in the
ordinary course of business (exclusive of obligations in respect of the
payment for borrowed money);