696, AS THE SAME MAY BE MODIFIED OR SUPPLEMENTED
FROM TIME TO TIME, AND ONLY TO THE EXTENT NOT REVOKED.
(E)
UNTIL THE FIRST DAY AFTER THE SECOND ANNIVERSARY OF THE
DISTRIBUTION DATE, FAIRPOINT SHALL (I) CAUSE ITS WHOLLY OWNED SUBSIDIARIES THAT
WERE WHOLLY OWNED SUBSIDIARIES OF SPINCO AT THE TIME OF THE DISTRIBUTION TO
CONTINUE THE ACTIVE CONDUCT OF THE SPINCO BUSINESS (DETERMINED IN ACCORDANCE
WITH SECTION 355(B) OF THE CODE) TO THE EXTENT SO CONDUCTED BY THOSE
SUBSIDIARIES IMMEDIATELY PRIOR TO THE DISTRIBUTION AND (II) CONTINUE SUCH ACTIVE
CONDUCT OF THE SPINCO BUSINESS TO THE EXTENT FAIRPOINT DIRECTLY HOLDS ANY
PORTION OF THE SPINCO BUSINESS IMMEDIATELY AFTER THE MERGER.
FAIRPOINT SHALL
NEITHER CAUSE NOR PERMIT ANY SUCH SUBSIDIARY OF SPINCO TO DISSOLVE, LIQUIDATE,
MERGE OR CONSOLIDATE WITH ANY OTHER PERSON OR TO BECOME A DISREGARDED ENTITY FOR
U.S. FEDERAL INCOME TAX PURPOSES.
(F)
UNTIL THE FIRST DAY AFTER THE SECOND ANNIVERSARY OF THE
DISTRIBUTION DATE, FAIRPOINT SHALL NOT VOLUNTARILY DISSOLVE, LIQUIDATE, MERGE OR
CONSOLIDATE WITH ANY OTHER PERSON, UNLESS, IN THE CASE OF A MERGER OR
CONSOLIDATION, FAIRPOINT IS THE SURVIVOR OF THE MERGER OR CONSOLIDATION AND THE
TRANSACTION OTHERWISE COMPLIES WITH THE OTHER PROVISIONS OF THIS SECTION 10.02.
18
(G)
NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 1.03
SHALL NOT PROHIBIT FAIRPOINT FROM IMPLEMENTING ANY POTENTIAL DISQUALIFYING
ACTION, SUBJECT TO, AND WITHOUT LIMITING OR MODIFYING, FAIRPOINT'S
INDEMNIFICATION OBLIGATIONS UNDER SECTION 2.04(A), IF (I) FAIRPOINT OBTAINS THE
WRITTEN CONSENT OF VERIZON (WHICH CONSENT MAY BE GIVEN OR WITHHELD IN VERIZON'S
SOLE DISCRETION) OR (II) FAIRPOINT OBTAINS A SUPPLEMENTAL RULING FROM THE IRS OR
AN OPINION OF A NATIONALLY RECOGNIZED LAW FIRM, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO VERIZON, THAT THE TAKING OF SUCH ACTION WILL NOT ADVERSELY
AFFECT, DIRECTLY OR INDIRECTLY, THE TAX-FREE STATUS OF THE TRANSACTIONS OR
RESULT IN A DISTRIBUTION DISQUALIFICATION.
(H)
NOTWITHSTANDING ANYTHING ELSE TO CONTRARY CONTAINED IN THIS
AGREEMENT OR ANY OTHER TRANSACTION AGREEMENT, FAIRPOINT HEREBY AGREES THAT (I)
IT WILL NOT, AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, DIRECTLY OR
INDIRECTLY, (A) PRE-PAY, PAY DOWN, REDEEM, RETIRE OR OTHERWISE ACQUIRE, HOWEVER
EFFECTED, ANY OF THE SPINCO SECURITIES PRIOR TO THEIR MATURITY, (B) TAKE ANY
ACTION THAT MIGHT RESULT IN ANY PERSON OTHER THAN FAIRPOINT BEING TREATED AFTER
THE MERGER AS THE OBLIGOR FOR U.S. FEDERAL INCOME TAX PURPOSES UNDER THE SPINCO
SECURITIES OR ANY OTHER DEBT OBLIGATIONS OF SPINCO INCURRED PURSUANT TO THE NEW
FINANCING, OR (C) TAKE ANY ACTION THAT MIGHT RESULT IN ANY "SIGNIFICANT
MODIFICATION" OF THE SPINCO SECURITIES WITHIN THE MEANING OF TREASURY
REGULATIONS SECTION 1.1001-3(E), (II) IT WILL NOT TAKE OR PERMIT TO BE TAKEN ANY
ACTION AT ANY TIME THAT COULD JEOPARDIZE, DIRECTLY OR INDIRECTLY, THE
QUALIFICATION, IN WHOLE OR IN PART, OF ANY OF THE SPINCO SECURITIES AS
"SECURITIES" WITHIN THE MEANING OF SECTION 361(A) OF THE CODE, (III) NO ISSUANCE
OF STOCK BY FAIRPOINT OR ANY OF ITS AFFILIATES AND NO CHANGE IN THE OWNERSHIP
(BY VOTE OR VALUE, INCLUDING AS