FairPoint Communications 2005 Annual Report Download - page 183

Entity, and neither SICC nor any Subsidiary shall merge into or consolidate with any other Person or change the character of its business.
6.3 Capital Changes. Neither SICC nor any Subsidiary shall issue, sell, purchase or redeem any shares of its capital stock of any class or
issue or sell any securities convertible into, or options, warrants or other rights to subscribe for, any shares of its capital stock, nor shall SICC, any
Subsidiary or the Shareholders agree to any such action with respect to any other Cellular Entity. The Shareholders shall not sell, pledge or otherwise
encumber any of the Shares or the Cellular Interests and SICC and its Subsidiaries shall not sell, pledge or otherwise encumber the shares of the Subsidiaries
or the Cellular Interests.
6.4 Borrowing. SICC shall not incur, assume or guarantee any Indebtedness other than borrowings under its existing credit facility with
CoBank.
6.5 Property. Neither SICC nor any Subsidiary shall (a) sell, license, lease, transfer, or otherwise dispose of any of its assets or properties
(including the Cellular Interests), except for the disposition of obsolete items of personal property or used items of personal property that are being replaced in
the ordinary course of business, and in both events consistent with past practices, or allow any of such assets or properties (including the Cellular Interests) to
become subject to a Lien other than a Permitted Lien, and neither SICC, any Shareholder nor any Subsidiary will agree to any such action with respect to any
other Cellular Entity or (b) declare, set aside or pay any noncash dividend or make any noncash distribution with respect to the capital stock, limited partner
interests, general partner interests, membership interests, units or other equity or similar interests of SICC or any Cellular Entity.
6.6 Other Changes. Except as set forth in Schedule 6.6, as provided elsewhere in this Agreement, or as permitted in writing by Buyer, neither
SICC nor any Subsidiary shall, and nor shall SICC, any Subsidiary or Shareholder agree to any of the following with respect to a Cellular Entity:
(a) Enter into or terminate any agreement or transaction, make any commitment or incur any obligation other than in the ordinary course of
business consistent with past practice;
(b) Make any tax election or settle or compromise any federal, state, local tax liability material to SICC or any Cellular Entity;
(c) Pay, discharge, or satisfy any claims, liabilities, or obligations (whether accrued, absolute, contingent, unliquidated, or otherwise, and
whether asserted or unasserted), other than the payment, discharge, or satisfaction of monetary obligations in (A) the ordinary course of business consistent
with past practice, or (B) accordance with the terms of (i) liabilities reflected or reserved against in the SICC Financial Statements, or (ii) incurred since the
dates thereof in the ordinary course of business consistent with past practice; provided, however, that SICC and/or any Subsidiary may prepay any long-term
Indebtedness owed to CoBank without the incurrence of additional Indebtedness; and, provided further, no such payments shall be made to the Shareholders
or any other their Affiliates.
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