FairPoint Communications 2004 Annual Report Download - page 234

any voluntary or mandatory repayment or prepayment of Permitted Senior Unsecured Notes or Permitted Junior Capital and, in each case, before any such
obligation to use such proceeds to make such repayment shall arise, the Borrower or the respective Subsidiary shall reinvest the respective amounts pursuant
to a Reinvestment Election as, and to the extent, permitted above in this Section 3.02(A)(b) or apply such proceeds as a mandatory prepayment and/or
commitment reduction in accordance with the requirements of Section 3.02(B), 2.03(d) or 2.03(f), as applicable.
(c) On the Business Day following the receipt thereof by the Borrower, an amount equal to 100% of the Net Cash Proceeds from the
issuance of Permitted Senior Unsecured Notes and Permitted Junior Capital shall be applied as a mandatory repayment of principal of the then outstanding B
Term Loans; provided that, notwithstanding the foregoing, the Net Cash Proceeds from any issuance of Permitted Senior Unsecured Notes or Permitted Junior
Capital by the Borrower after the Initial Borrowing Date shall not be required to be applied to repay principal of outstanding B Term Loans as otherwise
required above, so long as (i) no Default or Event of Default then exists or would result from the respective issuance of such Permitted Senior Unsecured Notes
or Permitted Junior Capital, as the case may be, (ii) calculations are made by the Borrower demonstrating compliance with the covenants contained in Sections
7.11 and 7.12 for the Calculation Period most recently ended prior to the date of such issuance of Permitted Senior Unsecured Notes or Permitted Junior
Capital, as the case may be, on a Pro Forma Basis (as if the respective Permitted Senior Unsecured Notes or Permitted Junior Capital, as the case may be, had
been issued on the first day of such Calculation Period), (iii) in the case of any issuance of Permitted Junior Capital consisting of Permitted Senior
Subordinated Notes or Disqualified Preferred Stock, calculations are made by the Borrower demonstrating compliance with a Senior Secured Leverage Ratio of
less than 3.75:1.00 for the Calculation Period most recently ended prior to the date of such issuance of Permitted Junior Capital on a Pro Forma Basis (as if the
respective Permitted Junior Capital had been issued on the first day of such Calculation Period), (iv) in the case of any issuance of Permitted Senior
Unsecured Notes, calculations are made by the Borrower demonstrating compliance with a Senior Secured Leverage Ratio of less than 3.00:1.00 for the
Calculation Period most recently ended prior to the date of such issuance of Permitted Senior Unsecured Notes on a Pro Forma Basis (determined as if the
respective Permitted Senior Unsecured Notes had been issued on the first day of such Calculation Period and after giving effect to any concurrent prepayment
of B Term Loans with a portion of the Net Cash Proceeds from the issuance thereof), (v) all of the Net Cash Proceeds from such issuance of Permitted Senior
Unsecured Notes or Permitted Junior Capital, as the case may be, shall have been used (except to the extent of any portion thereof applied to make a concurrent
prepayment of B Term Loans pursuant to, and in accordance with the requirements of, Section 3.01) to effect a Permitted Acquisition in accordance with the
requirements of Section 6.10 and/or concurrently utilized by the Borrower (x) to make a voluntary prepayment of RF Loans pursuant to, and in accordance
with the requirements of, Section 3.01 in an aggregate principal amount equal to the aggregate principal amount of RF Loans actually incurred by the Borrower
to finance a Permitted Acquisition and/or (y) to redeem and/or refinance Permitted Senior Unsecured Notes and/or Permitted Junior Capital in an amount equal
to the principal amount or aggregate liquidation preference of or the Net Cash Proceeds from, as the case may be, the Permitted Senior Unsecured Notes or
Permitted Junior Capital, as the case may be, actually issued to finance Permitted Acquisition(s) or Permitted Acquisitions (and pay related accrued interest
and dividends thereon, if any), in any such case within the 364-day period prior
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