FairPoint Communications 2002 Annual Report Download - page 133

Consolidated Interest Expense from the first date of the fiscal quarter in
which the Issue Date occurs to the end of the Company's most recent fiscal
quarter ending at least 45 days prior to the date of such Restricted
Payment, taken as a single accounting period,
(ii) Capital Stock Sale Proceeds,
(iii) the sum of (A) the aggregate net cash proceeds received by the
Company or any Restricted Subsidiary from the issuance or sale after the
Issue Date of convertible or exchangeable Debt that has been converted into
or exchanged for Capital Stock (other than Disqualified Stock) of the
Company and (B) the aggregate amount by which Debt (other than Subordinated
Obligations) of
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the Company or any Restricted Subsidiary is reduced on the Company's
consolidated balance sheet on or after the Issue Date upon the conversion
or exchange of any Debt issued or sold on or prior to the Issue Date that
is convertible or exchangeable for Capital Stock (other than Disqualified
Stock) of the Company (excluding, in the case of clause (A) or (B), (x) any
such Debt issued or sold to the Company or a Subsidiary of the Company or
an employee stock ownership plan or trust established by the Company or any
such Subsidiary for the benefit of their employees and (y) the aggregate
amount of any cash or other Property distributed by the Company or any
Restricted Subsidiary upon any such conversion or exchange),
(iv) an amount equal to the sum of (A) the net reduction in
Investments in any Person (other than the Company or a Restricted
Subsidiary) resulting from dividends, repayments of loans or advances or
other transfers of Property, in each case to the Company or any Restricted
Subsidiary from such Person, and (B) the portion (proportionate to the
Company's equity interest in an Unrestricted Subsidiary) of the Fair Market
Value of the net assets of an Unrestricted Subsidiary at the time such
Unrestricted Subsidiary is designated a Restricted Subsidiary; PROVIDED,
HOWEVER, that the foregoing sum shall not exceed, in the case of any
Person, the amount of Investments previously made (and treated as a
Restricted Payment) by the Company or any Restricted Subsidiary in such
Person, and
(v) $15.0 million.
Notwithstanding the foregoing limitation, the Company may:
(1) pay dividends on its Capital Stock within 60 days of the
declaration thereof if, on said declaration date, such dividends could
have been paid in compliance with this Indenture; PROVIDED, HOWEVER,
that at the time of such payment of such dividend, no other Default or
Event of Default shall have occurred and be continuing (or result
therefrom); PROVIDED FURTHER, HOWEVER, that such dividend shall be
included in the calculation of the amount of Restricted Payments;
(2) purchase, repurchase, redeem, legally defease, acquire or
retire for value Capital Stock of the Company or Subordinated
Obligations in exchange for, or out of the proceeds of the
substantially concurrent sale of, Capital Stock of the Company (other
than Disqualified Stock and other than Capital Stock issued or sold to
a Subsidiary of the Company or an employee stock ownership plan or
trust established by the Company or any such Subsidiary for the
benefit of their employees); PROVIDED, HOWEVER, that (i) such
purchase, repurchase, redemption, legal defeasance, acquisition or
retirement shall be excluded in the calculation of the amount of
Restricted Payments and (ii) the Capital Stock Sale Proceeds from such
exchange or sale shall be excluded from the calculation pursuant to
clause (c)(ii) above;
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