FairPoint Communications 2004 Annual Report Download - page 242

(l) Refinancing. (i) Prior to the Initial Borrowing Date and the Credit Events then occurring, the Borrower shall have commenced
tender offers and consent solicitations with respect to each issue of outstanding Existing Tender Offer Notes (the “ Tender Offers and Consent Solicitations”)
pursuant to which (I) the Borrower shall offer, subject to the Minimum Tender Offer Condition for each such Tender Offer and Consent Solicitation and the
other terms and conditions contained therein, to purchase all of the outstanding Existing Tender Offer Notes at a cash price equal to $1000 per $1000 principal
amount, plus accrued and unpaid interest thereon, (II) consents shall be solicited to proposed amendments (the “ Existing Tender Offer Notes Indenture
Amendments”) to each of the Existing Tender Offer Notes Indentures, which amendments shall, inter alia, provide for the substantial elimination of the
covenants contained in each of the Existing Tender Offer Notes Indentures (including, without limitation, limitations on restricted payments, dividends,
transactions with affiliates, indebtedness and guarantees by subsidiaries) and (III) the Borrower shall offer to pay to each holder of Existing Tender Offer
Notes which validly consents to the relevant Existing Tender Offer Notes Indenture Amendment a consent fee in an amount not to exceed $20 for each $1,000
principal amount of such holder’s Existing Tender Offer Notes. All terms and conditions of the Tender Offers and Consent Solicitations and the Existing
Tender Offer Notes Indenture Amendments shall be reasonably satisfactory to the Agents, and in any event, the Tender Offers and Consent Solicitations shall
provide that the period for tendering Existing Tender Offer Notes pursuant thereto shall terminate on or prior to the Initial Borrowing Date.
(ii) On or prior to the Initial Borrowing Date, (x) holders of at least 75% (or, in the case of the Existing 2008 Senior Subordinated
Notes, 51%) of the aggregate outstanding principal amount of each series of outstanding Existing Tender Offer Notes shall have validly tendered, and not
withdrawn, their Existing Tender Offer Notes and provided their “Consent” pursuant to, and in accordance with the requirements of, the Tender Offer and
Consent Solicitation therefor, and (y) the Borrower and the trustees under each of the Existing Tender Offer Notes Indentures shall have duly executed and
delivered the Existing Tender Offer Notes Indenture Supplements and same shall have become effective in accordance with their terms and the terms of the
relevant Existing Tender Offer Notes Indenture.
(iii) On the Initial Borrowing Date (and concurrently with the Credit Events occurring on such Date), the Borrower shall have
deposited into a segregated account (the “ Segregated Account”) proceeds of Initial B Term Loans in an aggregate principal amount equal to the sum of (x) the
aggregate principal amount of the Existing 2008 Senior Subordinated Notes not validly tendered (or validly tendered and subsequently withdrawn) pursuant to
the Tender Offer and Consent Solicitation therefor plus (y) all unpaid interest accruing and applicable call premiums thereon through the 30 th day following
the Initial Borrowing Date (the “Redemption Date”).
(iv) On the Initial Borrowing Date, the Borrower shall have delivered an irrevocable “notice of redemption” to the trustee under the Existing
2008 Senior Subordinated Notes Indenture pursuant to, and in accordance with the requirements of, the Existing 2008 Senior Subordinated Notes Indenture.
(v) On or prior to the Initial Borrowing Date, the Borrower shall have redeemed or repurchased all of its outstanding shares of Series
A Preferred Stock for an
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