FairPoint Communications 2002 Annual Report Download - page 261

(b) Indebtedness owing by (i) any Subsidiary Guarantor to another
Subsidiary Guarantor or the Borrower, (ii) the Borrower to any Subsidiary
Guarantor, (iii) any Subsidiary that is not a Subsidiary Guarantor to any
other Subsidiary that is not a Subsidiary Guarantor, (iv) the Borrower or
any Subsidiary Guarantor to any Subsidiary that is not a Subsidiary
Guarantor, so long as such Indebtedness is subordinated to the Obligations
on a basis satisfactory to the Administrative Agent and/or (v) any
Subsidiary that is not a Subsidiary Guarantor to the Borrower and/or a
Subsidiary Guarantor, so long as such Indebtedness constitutes a senior
obligation and is evidenced by an intercompany note (which may be a grid
note) pledged to the Collateral Agent pursuant to the Pledge Agreement;
(c) Capitalized Lease Obligations initially incurred after the
Original Effective Date, PROVIDED that the aggregate Capitalized Lease
Obligations (exclusive of Permitted MJD Capital Debt) outstanding at any
time under all Capital Leases entered into after Original Effective Date
shall not exceed $10,000,000;
(d) Indebtedness of the Borrower under Interest Rate Agreements
entered into to protect it against fluctuations in interest rates in
respect of Indebtedness otherwise permitted under this Agreement, so long
as the entering into of such Interest Rate Agreements are BONA FIDE hedging
activities and are not for speculative purposes;
(e) Indebtedness incurred pursuant to purchase money mortgages
permitted by Section 7.03(m);
(f) $7 million of outstanding Indebtedness of Taconic, to the
extent existing on the Original Effective Date (less the aggregate amount
of all repayments of principal thereon after the Original Effective Date),
(ii) $7 million of subordinated Indebtedness of the Borrower issued in
connection with the Chouteau Acquisition (as defined in the Original Credit
Agreement) (less the aggregate amount of all repayments of principal
thereon after the Original Effective Date) and (iii) $12.51 million of
Indebtedness of UI, to the extent existing on the Original Effective Date
(less the aggregate amount of all repayments of principal thereon after the
Original Effective Date);
(g) Indebtedness (the "SCHEDULED EXISTING INDEBTEDNESS") in
existence on, and which is to continue in effect after, the Original
Effective Date and which is listed on Annex VI hereto, without giving
effect to any subsequent extension, renewal or refinancing thereof except
as permitted pursuant to Section 7.04(1);
(h) Indebtedness of the Borrower or any of its Subsidiaries which
may be deemed to exist in connection with agreements providing for
indemnification, purchase price adjustments and similar obligations in
connection with Permitted Acquisitions or sales of assets permitted by this
Agreement (so long as any such obligations are those of the Person making
the respective acquisition or sale, and are not guaranteed by any other
Person);
(i) Permitted Acquired Debt;
(j) Permitted Subordinated Debt to the extent (I) the proceeds
thereof are utilized to repay Loans to the extent required by Section
3.02(A)(d) and (II) after giving effect to any incurrence of Permitted
Subordinated Debt (and the use of the proceeds thereof), Section 7.12 shall
be complied with as of the last day of the last fiscal quarter then ended
(determined as if such Permitted Subordinated Debt had been issued on such
last day);
(k) Permitted MJD Capital Debt;
(l) Permitted Refinancing Indebtedness, so long as no Default or