FairPoint Communications 2002 Annual Report Download - page 366

buyer and a willing seller, within a commercially reasonable period of
time, each having reasonable knowledge of the relevant facts, with
neither being under any compulsion to act.
(b) "PRESENT FAIR SALABLE VALUE"
The amount that could be obtained by an independent willing seller
from an independent willing buyer if the assets of the Borrower and
its Subsidiaries taken as a whole are sold with reasonable promptness
in an arm's-length transaction under present conditions for the sale
of comparable business enterprises.
(c) "NEW FINANCING"
The Indebtedness incurred or to be incurred by the Borrower and its
Subsidiaries under the Credit Documents (assuming the full utilization
by the Borrower of the Commitments under the Credit Agreement) and all
other financings contemplated by the Credit Documents (including the
issuance of the New Senior Notes), in each case after giving effect to
the Transaction and the incurrence of all financings in connection
therewith.
EXHIBIT H
Page 2
(d) "STATED LIABILITIES"
The recorded liabilities (including contingent liabilities that would
be recorded in accordance with generally accepted accounting
principles ("GAAP")) of the Borrower and its Subsidiaries taken as a
whole as of the date hereof after giving effect to the consummation of
the Transaction, determined in accordance with GAAP consistently
applied, together with the amount of all New Financing.
(e) "IDENTIFIED CONTINGENT LIABILITIES"
The maximum estimated amount of liabilities reasonably likely to
result from pending litigation, asserted claims and assessments,
guaranties, uninsured risks and other contingent liabilities of the
Borrower and its Subsidiaries taken as a whole after giving effect to
the Transaction (including all fees and expenses related thereto but
exclusive of such contingent liabilities to the extent reflected in
Stated Liabilities), as identified and explained to me as the Chief
Financial Officer in terms of their nature and estimated magnitude by
responsible officers of the Borrower or that have been identified to
me as the Chief Financial Officer as such by an officer of the
Borrower.
(f) "WILL BE ABLE TO PAY THEIR RESPECTIVE STATED LIABILITIES AND
IDENTIFIED CONTINGENT LIABILITIES AS THEY MATURE"
For the period from the date hereof through the stated maturity of all
New Financing, the Borrower and its Subsidiaries taken as a whole will
have sufficient assets and cash flow to pay their respective Stated
Liabilities and Identified Contingent Liabilities as those liabilities
mature or otherwise become payable.
(g) "DO NOT HAVE UNREASONABLY SMALL CAPITAL"
For the period from the date hereof through the stated maturity of all
New Financing, the Borrower and its Subsidiaries taken as a whole
after consummation of the Transaction and all Indebtedness (including
the Loans and the New Senior Notes) being incurred, issued or assumed
and Liens created by the Borrower and its Subsidiaries in connection
therewith, is a going concern and has sufficient capital to ensure
that they will continue to be a going concern for such period and to