FairPoint Communications 2005 Annual Report Download - page 179

4.7 Adverse Changes. From the date hereof through Closing, and without regard to the regulatory approvals described in Section 5.4(a),
actions taken in accordance with the written request of Buyer, undertaken in accordance with the express terms of this Agreement, or actions taken by any
Governmental Authority affecting the Cellular Services industry generally or those Cellular Services operating in Illinois generally, there shall have been: (a) no
material adverse change in the assets and properties, business operations, liabilities, financial condition, or results of operation of SICC or the Subsidiaries;
and, (b) no material damage to the assets and properties of SICC or the Subsidiaries caused by fire, flood, casualty, act of God or the public enemy or other
cause, the loss of any of which is not adequately covered by insurance. For the purposes of this Section 4.7 such changes and/or damage shall not be material
unless the aggregate value thereof exceeds $500,000; and, provided further that neither (a) the effects of any events, circumstances or conditions resulting from
changes, developments or circumstances in worldwide or national conditions (political, economic, or regulatory) that generally adversely affect the local,
regional or national market for Cellular Services or that generally adversely affect companies engaged in the telecommunications business (including proposed
legislation or regulation by any governmental or regulatory body or the introduction of any technological changes in the telecommunications industry), (b) any
effects of competition resulting from the offering of personal communication services or other wireless telecommunications services, nor [****](5) will
constitute a material adverse change.
4.8 Directors and Officers. SICC shall have delivered resignations of all directors and officers of SICC and the Subsidiaries whose resignation
is requested by Buyer to be effective as of the Closing Date. Buyer shall provide a written list of requested resignations to SICC and the Shareholders no later
than five days prior to the Closing Date.
4.9 Subscribers. On the Closing Date, the SICC and its Subsidiaries shall have no fewer than [****](6) Postpay Subscribers. SICC shall be
deemed to be in compliance with this Section 4.9 if SICC and its Subsidiaries spends on an average monthly basis at least [****](7) for advertising and
promotional activities, consistent with past practice for the same months in 2005, for the period from the execution of this Agreement through the Closing Date.
SICC agrees it shall not reduce its current commission structure and will continue to offer sales subsidies in a manner consistent with past practices.
(5) Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. Material filed separately with the Securities
and Exchange Commission.
(6) Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. Material filed separately with the Securities
and Exchange Commission.
(7) Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. Material filed separately with the Securities
and Exchange Commission.
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