FairPoint Communications 2004 Annual Report Download - page 306

year following the Term Loan Maturity Date, (iv) any “change of control” covenant included in the indenture governing such Indebtedness shall provide that,
before the mailing of any required “notice of redemption” in connection therewith, the Borrower shall covenant to (I) obtain the consent of the Required Lenders
or (II) pay the Obligations in full in cash, (v) any “asset sale” offer to purchase covenant included in the indenture governing such Indebtedness shall provide
that the Borrower or the respective Subsidiary shall be permitted to repay obligations, and terminate commitments, under “senior debt” (including this
Agreement) before offering to purchase such Indebtedness, (vi) the indenture governing such Indebtedness shall not include any financial maintenance
covenants, (vii) the “default to other indebtedness” event of default contained in the indenture governing such Indebtedness shall provide for a “cross-
acceleration” rather than a “cross-default” and (viii) the subordination provisions contained therein shall provide for a permanent block on payments with
respect to such Indebtedness upon a payment default with respect to “senior debt” and cover all obligations under Interest Rate Agreements. As used in this
Agreement (other than this definition), the term “Permitted Senior Subordinated Notes” shall include any Permitted Exchange Senior Subordinated Notes
issued pursuant to the respective Permitted Senior Subordinated Notes Indenture in exchange for outstanding Permitted Senior Subordinated Notes, as
contemplated by the definition of “Permitted Exchange Senior Subordinated Notes”. The issuance of Permitted Senior Subordinated Notes shall be deemed to
be a representation and warranty by the Borrower that all conditions thereto have been satisfied in all material respects and that same is permitted in
accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes
hereunder, including, without limitation, Sections 4.02 and 8.
“Permitted Senior Subordinated Notes Documents ” shall mean, on and after the execution and delivery thereof, each Permitted Senior
Subordinated Notes Indenture, the Permitted Senior Subordinated Notes and all other documents relating to each issuance of the Permitted Senior Subordinated
Notes, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.
“Permitted Senior Subordinated Notes Indenture ” shall mean any indenture or similar agreement entered into in connection with an issuance
of Permitted Senior Subordinated Notes, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and
thereof.
“Permitted Senior Unsecured Notes” shall mean any Indebtedness of the Borrower evidenced by senior notes and incurred pursuant to one
or more issuances of such senior notes, all of terms and conditions of which (including, without limitation, with respect to interest rate, amortization,
redemption provisions, maturities, covenants, defaults, remedies and guaranties) are on market terms for a public offering of senior notes or for a private
placement of senior notes under Rule 144A of the Securities Act and are otherwise reasonably satisfactory to the Agents, as such Indebtedness may be
amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof; provided, that in any event, unless the Required
Lenders otherwise expressly consent in writing prior to the issuance thereof, (i) no such Indebtedness shall be secured by any asset of the Borrower or any of
its Subsidiaries, (ii) no such Indebtedness shall be guaranteed by any Person other than a Subsidiary Guarantor, (iii) no such Indebtedness shall be subject to
scheduled amortization or have a final maturity, in either case prior to the date occurring one year following the Term Loan Maturity Date, (iv) any “change of
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