FairPoint Communications 2002 Annual Report Download - page 264

Pledge Agreement (PROVIDED that the stock or other equity interests of any new
TelCo acquired or created pursuant to a Permitted Acquisition shall not have to
be pledged if, after giving effect to the acquisition or creation thereof, the
PRO FORMA EBITDA Test is satisfied) and the certificates representing such stock
or other equity interests, together with transfer powers duly executed in blank,
are delivered to the Collateral Agent and (ii) such new Subsidiary executes a
counterpart of the Subsidiary Guaranty (in the case of a new Intermediary
Holding Company) and/or the Pledge Agreement (in the case of a new Parent
Company), in each case on the same basis (and to the same extent) as such
Subsidiary would have executed such Credit Documents if it were a Credit Party
on the Restatement Effective Date.
7.08 MODIFICATIONS. The Borrower will not, and will not permit any
of its Subsidiaries to:
(a) make (or give any notice in respect thereof) any voluntary or
optional payment or prepayment or redemption or acquisition for value of
(including, without limitation, by way of depositing with the trustee with
respect thereto money or securities before due for the purpose of paying
when due) or exchange of any Permitted Acquired Debt, any Indebtedness
permitted by Section 7.04(f), any Permitted Subordinated Debt, any
Permitted Refinancing Indebtedness, any New Senior Notes or any Scheduled
Existing Indebtedness, PROVIDED that (i) the respective obligor may
refinance any of the foregoing Indebtedness with the proceeds of Permitted
Refinancing Indebtedness, so long as no Default or Event of Default is in
existence at the time of the incurrence of such Permitted Refinancing
Indebtedness and immediately after giving effect thereto, (ii) the Borrower
may repurchase Permitted Subordinated Debt on the Restatement Effective
Date pursuant to the Refinancing in an aggregate principal amount not to
exceed $14,400,000 and (iii) the New Senior Notes may be exchanged for New
Exchange Senior Notes in accordance with the requirements of the respective
definitions thereof and the relevant provisions of this Agreement;
(b) amend or modify (or permit the amendment or modification of)
in any manner adverse to the interests of the Lenders, any provisions of
any Permitted Acquired Debt, any Permitted Refinancing Indebtedness, any
Indebtedness permitted by Section 7.04(f), any Permitted Subordinated Debt,
any New Senior Notes or any Scheduled Existing Indebtedness; and/or
(c) amend, modify or change in any manner adverse to the interests
of the Lenders the organizational documents (including by-laws) of any
Credit Party, any agreement entered into by the Borrower with respect to
its capital stock, or enter into any new agreement in any manner adverse to
the interests of the Lenders with respect to the capital stock of the
Borrower.
7.09 DIVIDENDS, ETC. (a) The Borrower will not, and will not permit
any of its Subsidiaries to, declare or pay any dividends (other than dividends
payable solely in capital stock
of such Person) or return any capital to, its stockholders, members and/or other
owners or authorize or make any other distribution, payment or delivery of
property or cash to its stockholders, members and/or other owners as such, or
redeem, retire, purchase or otherwise acquire, directly or indirectly, for a
consideration, any shares of any class of its capital stock or other ownership
interests now or hereafter outstanding (or any warrants for or options or stock
appreciation rights in respect of any of such shares), or set aside any funds
for any of the foregoing purposes, or permit any of its Subsidiaries to purchase
or otherwise acquire for consideration any shares of any class of the capital
stock or other ownership interests of the Borrower or any other Subsidiary, as
the case may be, now or hereafter outstanding (or any options or warrants or
stock appreciation rights issued by such Person with respect to its capital
stock) (all of the foregoing "DIVIDENDS"), except that:
(i) any Subsidiary may pay dividends or return capital or make
distributions and other similar payments with regard to its capital stock