FairPoint Communications 2005 Annual Report Download - page 163

enhancements with respect to their physical plant or network and, except for possible future CALEA requirements, none of them has Knowledge that any
such changes, upgrades or enhancements will be so required in the foreseeable future.
2.11 Compliance with Law. (a) Except as set forth on Schedule 2.11(a), SICC and the Subsidiaries have been and each of them is in material
compliance with all applicable statutes, laws, ordinances, and regulations (including, rules, regulations and orders regarding implementation of CALEA, E
911 (Phase I and II), number portability, telephone service for the hearing impaired and other laws and FCC regulations) applicable to their respective assets
(including cell sites and cell towers), businesses or operations. SICC and its Subsidiaries have complied in all material respects with the terms and conditions
of the FCC Licenses, except in any such case where such conflict, default, violation or noncompliance affects the wireless industry generally. SICC and each
of the Subsidiaries has all permits, licenses, registrations, franchises and other authorizations from, and have made all necessary filings with, all
governmental agencies, required to conduct their businesses as now being conducted or as currently contemplated to be conducted.
(b) Except as set forth on Schedule 2.11(b), neither SICC nor its Subsidiaries has received any request from any PSAP or Governmental
Authority with jurisdiction or control over a PSAP, requesting the provision of Phase II E-911 services in its service area. Neither SICC nor its Subsidiaries
has received written notice of any formal or informal complaint or order filed against it alleging any material non-compliance by it with respect to any laws or
regulations relating to Phase II E-911 services in its service area.
2.12 Absence of Certain Developments. Except as set forth in Schedule 2.12, since December 31, 2004, SICC and its Subsidiaries have
conducted their respective businesses and operations in the ordinary and usual course consistent with past practice and there have been no (a) material adverse
change in the assets, liabilities, properties, business prospects, financial condition or results of operations of SICC or any Subsidiary (including the
commencement against SICC or any Subsidiary of any proceeding by any regulatory authority, other than those affecting the Cellular Services industry
generally or the Cellular Services industry in Illinois generally), (b) loan by SICC or any Subsidiary to any officer, director, employee or stockholder thereof,
nor any agreement or commitment therefor, (c) increase, whether direct or indirect, in the compensation paid or payable to any officer, director, employee,
Person or entity performing services as an independent contractor, consultant or agent of SICC or any Subsidiary except in the ordinary course of business,
(d) loss, destruction or damage to any property of SICC or any Subsidiary, whether or not insured, in excess of $25,000 in the aggregate, (e) incidents of
significant labor difficulty of any nature involving SICC or any Subsidiary, and no material change in the personnel of SICC or any Subsidiary or the terms
and conditions of any employment contracts or independent contractor or consulting agreements to which any of them are parties, (f) acquisition or disposition
of any assets (or any contract or arrangement therefor) nor any other transaction by SICC or any Subsidiary other than in the ordinary course of business,
(g) creation, incurrence, guarantee or assumption of any Indebtedness by SICC or any Subsidiary (other than pursuant to existing credit facilities), (h) change
in accounting methods or practices by SICC or any Subsidiary affecting their respective assets, liabilities or business, (i) revaluation by SICC or any
Subsidiary of any assets, including without limitation, writing off notes or accounts receivable or obsolete inventory or the acceleration of its practices for the
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