FairPoint Communications 2002 Annual Report Download - page 160

Title: Vice President
THE BANK OF NEW YORK,
as Trustee,
By /s/ Sirojni Dindial
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Name: Sirojni Dindial
Title: Assistant Vice President
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APPENDIX A
FOR OFFERINGS TO QUALIFIED INSTITUTIONAL BUYERS PURSUANT TO
RULE 144A, TO CERTAIN PERSONS IN OFFSHORE TRANSACTIONS IN
RELIANCE ON REGULATIONS AND, SUBJECT TO THE APPLICABLE
PURCHASE AGREEMENT, TO INSTITUTIONAL ACCREDITED INVESTORS.
PROVISIONS RELATING TO INITIAL SECURITIES
AND EXCHANGE SECURITIES
1. DEFINITIONS
1.1 DEFINITIONS
For the purposes of this Appendix A the following terms shall have the
meanings indicated below (terms used in this Appendix A without definition have
the meanings assigned to them in the Indenture):
"APPLICABLE PROCEDURES" means, with respect to any transfer or transaction
involving a Temporary Regulation S Global Security or beneficial interest
therein, the rules and procedures of the Depository, Euroclear and Clearstream
for such a Temporary Regulation S Global Security, in each case to the extent
applicable to such transaction and as in effect from time to time.
"CLEARSTREAM" means Clearstream Banking, societe anonyme, or any successor
securities clearing agency.
"DEFINITIVE SECURITY" means a certificated Initial Security or Exchange
Security bearing, if required, the restricted securities legend set forth in
Section 2.3(e) of this Appendix A.
"DEPOSITORY" means The Depository Trust Company, its nominees and their
respective successors.
"EUROCLEAR" means the Euroclear Bank S.A./N.V. or any successor securities
clearing agency.
"EXCHANGE OFFER REGISTRATION STATEMENT" means a registration statement of
the Company on an appropriate form under the Securities Act with respect to the
Registered Exchange Offer, all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.
"IAI" means an institutional "accredited investor" as described in Rule
501(a)(1), (2), (3) or (7) under the Securities Act.
"INITIAL PURCHASERS" means (1) with respect to the Original Notes, Credit
Suisse First Boston LLC, Salomon Smith Barney Inc., Banc of America Securities
LLC,
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