FairPoint Communications 2002 Annual Report Download - page 260

(g) Leases or subleases granted to others not interfering in any
material respect with the business of the Borrower or any of its
Subsidiaries;
(h) easements, rights-of-way, restrictions, minor defects or
irregularities in title and other similar charges or encumbrances not
interfering in any material respect with the ordinary conduct of the
business of the Borrower or any of its Subsidiaries;
(i) Liens arising from precautionary UCC financing statement
filings regarding operating leases entered into by the Borrower or any of
its Subsidiaries in the ordinary course of business and statutory and
common law landlords' liens under leases to which the Borrower or any of
its Subsidiaries is a party;
(j) purchase money Liens securing payables arising from the
purchase by the Borrower or any Subsidiary Guarantor of any equipment or
goods in the normal course of business, provided that such payables shall
not constitute Indebtedness;
(k) any interest or title of a lessor under any lease permitted by
this Agreement;
(l) Liens in existence on, and which are to continue in effect
after, the Original Effective Date which are listed, and the property
subject thereto described in, Annex V, PLUS extensions and renewals of such
Liens, PROVIDED that (x) the aggregate principal amount of the
Indebtedness, if any, secured by such Liens does not increase from that
amount outstanding at the time of any such extension or renewal and (y) any
such extension or renewal does not encumber any additional assets or
properties of the Borrower or any of its Subsidiaries;
(m) Liens arising pursuant to purchase money mortgages or security
interests securing Indebtedness representing the purchase price (or
financing of the purchase price within 90 days after the respective
purchase) of assets acquired by the Borrower or any Subsidiary after the
Original Effective Date, PROVIDED that (x) any such Liens attach only to
the assets so acquired, (y) the Indebtedness secured by any such Lien does
not exceed
100%, nor is less than 70%, of the lesser of the fair market value or
purchase price of the property being purchased at the time of the
incurrence of such Indebtedness and (z) all Indebtedness secured by Liens
created pursuant to this clause (m) (and clause (m) of Section 7.03 of the
Original Credit Agreement) (other than Permitted MJD Capital Debt) shall
not exceed $7,500,000 at any time outstanding;
(n) Liens on the assets of Taconic and UI existing on the Original
Effective Date and securing Indebtedness permitted by Section 7.04(f)(i) or
(iii), as the case may be; and
(o) Liens on property or assets acquired pursuant to a Permitted
Acquisition, or on property or assets of a Person in existence at the time
such Person is acquired pursuant to a Permitted Acquisition, in each case
securing Permitted Acquired Debt, PROVIDED that (x) such Liens do not
attach to the capital stock or other equity interests of any Subsidiary of
the Borrower and (y) such Liens existed prior to, and were not incurred in
contemplation of, such Permitted Acquisition and do not attach to any other
asset of the Borrower or any of its Subsidiaries.
7.04 INDEBTEDNESS. The Borrower will not, and will not permit any
of its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:
(a) Indebtedness incurred pursuant to this Agreement and the other
Credit Documents;