FairPoint Communications 2004 Annual Report Download - page 243

aggregate redemption price (including any and all accrued but unpaid dividends with respect to the Series A Preferred Stock) equal to approximately $131.0
million.
(vi) On the Initial Borrowing Date and concurrently with the incurrence of Loans on such date, approximately $194.8 million of
Indebtedness of the Borrower and its Subsidiaries, consisting of all Indebtedness under the Existing Credit Agreement (other than Existing Letters of Credit)
and all but approximately $2.2 million in aggregate principal amount of the Existing Seller/Opco Notes, shall have been repaid in full, together with all fees,
accrued interest and other amounts owing thereon (collectively, the “ Additional Refinanced Indebtedness”), all commitments under the documents evidencing
Additional Refinanced Indebtedness shall have been terminated, all letters of credit issued pursuant to the documents evidencing the Additional Refinanced
Indebtedness shall have been terminated or incorporated hereunder as Letters of Credit as contemplated by Section 1A.01(d) and all guaranties issued in
support of such Additional Refinanced Indebtedness shall have been terminated.
(vii) On the Initial Borrowing Date and concurrently with the incurrence of Loans on such date, all security interests in respect of, and
Liens securing, the Additional Refinanced Indebtedness shall have been terminated and released, and the Administrative Agent shall have received all such
releases as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the
Administrative Agent. Without limiting the foregoing, there shall have been delivered to the Administrative Agent proper termination statements (Form UCC-3
or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed
with respect to the Borrower or any of its Subsidiaries in connection with the security interests created with respect to the Additional Refinanced Indebtedness
and the documentation related thereto, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent.
(viii) On the Initial Borrowing Date and after giving effect to the consummation of the Transaction (including the Tender Offer and
Consent Solicitation Consummation as if the same had occurred on such date but excluding the Existing 2008 Senior Subordinated Notes Redemption and the
Optional Non-2008 Tender Offer Notes Refinancing), the Borrower and its Subsidiaries shall have no outstanding preferred equity or Indebtedness, except for
(i) Indebtedness pursuant to or in respect of the Credit Documents, (ii) Existing Tender Offer Notes not repurchased pursuant to the Tender Offer and Consent
Solicitation Consummation in an aggregate outstanding principal amount not to exceed $48.0 million and (iii) such other existing Indebtedness of the Borrower
and its Subsidiaries, if any, as shall be permitted by the Agents and Required Lenders to remain outstanding (all of which Indebtedness described in this
subclause (iii) shall be required to be specifically listed as Scheduled Existing Indebtedness). On and as of the Initial Borrowing Date, all Indebtedness
described in the immediately preceding sentence shall remain outstanding after giving effect to the Transaction (other than the Existing 2008 Senior
Subordinated Notes Redemption and the Optional Non-2008 Tender Offer Notes Refinancing) and the other transactions contemplated hereby without any
breach, required repayment, required offer to purchase, default, event of default or termination rights existing thereunder or arising as a result of the
Transaction and the other transactions contemplated hereby.
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