FairPoint Communications 2002 Annual Report Download - page 356

EXHIBIT G
Page 24
to such waiver such Subsidiary Pledgor would remain solvent, in the
determination of the Required Lenders.
27. LEGAL NAMES; TYPE OF ORGANIZATION (AND WHETHER A REGISTERED
ORGANIZATION AND/OR A TRANSMITTING UTILITY); JURISDICTION OF ORGANIZATION;
LOCATION; ORGANIZATIONAL IDENTIFICATION NUMBERS; CHANGES THERETO; ETC. No
Pledgor shall change its legal name, its type of organization, its status as a
Registered Organization (in the case of a Registered Organization), its status
as a Transmitting Utility or as a Person which is not a Transmitting Utility, as
the case may be, its jurisdiction of organization, its Location, or its
organizational identification number (if any), except that any such changes
shall be permitted (so long as not in violation of the applicable requirements
of the Secured Debt Agreements and so long as same do not involve (x) a
Registered Organization ceasing to constitute same or (y) any Pledgor changing
its jurisdiction of organization or Location from the United States or a State
thereof to a jurisdiction of organization or Location, as the case may be,
outside the United States or a State thereof) if (i) it shall have given to the
Collateral Agent not less than 10 days' prior written notice of each change to
its legal name, its type of organization, whether or not it is a Registered
Organization, its jurisdiction of organization, its Location, its organizational
identification number (if any), and whether or not it is a Transmitting Utility,
and (ii) in connection with the respective such change or changes, it shall have
taken all action reasonably requested by the Collateral Agent to maintain the
security interests of the Collateral Agent in the Collateral intended to be
granted hereby at all times fully perfected and in full force and effect. In
addition, to the extent that any Pledgor does not have an organizational
identification number on the date hereof and later obtains one, such Pledgor
shall promptly thereafter deliver a notification of the Collateral Agent of such
organizational identification number and shall take all actions reasonably
satisfactory to the Collateral Agent to the extent necessary to maintain the
security interest of the Collateral Agent in the Collateral intended to be
granted hereby fully perfected and in full force and effect.
28. CHANGE OF CONTROL. The Pledgee acknowledges that, under
existing law, a change of control of a Subsidiary whose equity interests are
pledged hereunder as a result of a proposed exercise of remedies hereunder may
require the prior approval of the FCC and a PUC.
29. SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
30. HEADINGS DESCRIPTIVE. The headings of the several Sections of
this Agreement are inserted for convenience only and shall not in any way affect
the meaning or construction of any provision of this Agreement.
* * * *
IN WITNESS WHEREOF, each Pledgor and the Pledgee have caused this
Agreement to be executed and delivered by their duly authorized officers as of
the date first above written.
Address: FAIRPOINT COMMUNICATIONS, INC
521 East Morehead Street, Suite 250 (f/k/a MJD Communications, Inc.),
Charlotte, NC 28202 as a Pledgor
By
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