FairPoint Communications 2004 Annual Report Download - page 259

Borrower hereby consents and agrees that the amount of any distributions with respect to its patronage with CoBank that are made in qualified written notices
of allocation (as defined in 26 U.S.C. 1388) and that are received by the Borrower from CoBank, will be taken into account by the Borrower at their stated
Dollar amounts whether the distribution be evidenced by a participation certificate or other form of written notice that such distribution has been made and
recorded in the name of the Borrower on the records of CoBank.
6.12 Margin Stock. The Borrower will take all actions so that at all times the fair market value of all Margin Stock owned by the
Borrower and its Subsidiaries (other than capital stock of the Borrower held in treasury) shall not exceed $500,000. So long as the covenant contained in the
immediately preceding sentence is complied with, all Margin Stock at any time owned by the Borrower and its Subsidiaries will not constitute Collateral and
no security interest shall be granted therein pursuant to any Credit Document. Without excusing any violation of the first sentence of this Section 6.12, if at
any time the fair market value of all Margin Stock owned by the Borrower and its Subsidiaries (other than capital stock of the Borrower held in treasury)
exceeds $500,000, then (x) all Margin Stock owned by the Pledge Parties (other than capital stock of the Borrower held in treasury) shall be pledged, and
delivered for pledge, pursuant to the Pledge Agreement and (y) the Borrower will execute and deliver to the Lenders appropriate completed forms (including,
without limitation, Forms G-3 and U-1, as appropriate) establishing compliance with Regulations T, U and X of the Board of Governors of the Federal
Reserve System. If at any time any Margin Stock is required to be pledged as a result of the provisions of the immediately preceding sentence, repayments of
outstanding Obligations shall be required, and subsequent Credit Events shall be permitted, only in compliance with the applicable provisions of Regulations
T, U and X of the Board of Governors of the Federal Reserve System.
6.13 Post-Closing Refinancing. (a) No later than the third Business Day following the Initial Borrowing Date, the Borrower shall have (i)
purchased for cash all Existing Tender Offer Notes validly tendered on the Initial Borrowing Date pursuant to the Tender Offers and Consent Solicitations and
(ii) paid to each holder of Existing Tender Offer Notes tendering the same pursuant to the Tender Offers and Consent Solicitations the consent fee referred to in
Section 4.01(l)(i)(III).
(b) On the Redemption Date, the Borrower shall (x) redeem all of the then outstanding Existing 2008 Senior Subordinated Notes and
(y) pay all related call premiums (not to exceed $4.5 million) and all accrued and unpaid interest thereon, in each case pursuant to, and in accordance with the
terms of, the Existing 2008 Senior Subordinated Notes Indenture (collectively, the “ Existing 2008 Senior Subordinated Notes Redemption ”).
6.14 Special Covenant Regarding Cash Management Policy . The Borrower shall, and shall cause its Subsidiaries to, at all times comply
with the cash management policy of the Borrower and its Subsidiaries delivered to the Administrative Agent on the Initial Borrowing Date, without giving effect
to any changes thereto, except to the extent such changes are not adverse to the interests of the Lenders or are otherwise required to ensure compliance with
applicable law or regulation.
6.15 PIK Requirements. On and after the date of the initial issuance of any Additional Permitted Subordinated Debt, the Borrower shall
pay interest owing on any
53