FairPoint Communications 2002 Annual Report Download - page 161

Deutsche Bank Securities Inc. and Wachovia Securities, Inc. and (2) with respect
to each issuance of additional Initial Securities after the Issue Date, the
Persons purchasing such Initial Securities under the related Purchase Agreement.
"PRIVATE EXCHANGE" means the offer by the Company, pursuant to Section 2 of
the Registration Rights Agreement dated March 3, 2003, or pursuant to any
similar provision of any other Registration Rights Agreement, to issue and
deliver to certain purchasers, in exchange for the Initial Securities held by
such purchasers as part of their initial distribution, a like aggregate
principal amount of Private Exchange Securities.
"PRIVATE EXCHANGE SECURITIES" means the 11 7/8% Senior Notes due 2010 to be
issued pursuant to this Indenture in connection with a Private Exchange pursuant
to a Registration Rights Agreement.
"PURCHASE AGREEMENT" means the Purchase Agreement dated March 3, 2003,
between the Company and the Initial Purchasers relating to the Original
Securities, or any similar agreement relating to any future sale of Initial
Securities by the Company.
"QIB" means a "qualified institutional buyer" as defined in Rule 144A.
"REGISTERED EXCHANGE OFFER" means the offer by the Company, pursuant to a
Registration Rights Agreement, to certain Holders of Initial Securities, to
issue and deliver to such Holders, in exchange for the Initial Securities, a
like aggregate principal amount of Exchange Securities registered under the
Securities Act.
"REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
dated March 3, 2003, between the Company and the Initial Purchasers relating to
the Original Securities, or any similar agreement relating to any additional
Initial Securities.
"RESTRICTED PERIOD" means, with respect to any Initial Securities, the
period of 40 consecutive days beginning on and including the later of (a) the
date on which such Securities were first offered to persons other than
distributors (as defined in Regulation S under the Securities Act) in reliance
on Regulation S, and (b) the first date on which such Securities are originally
issued.
"SECURITIES CUSTODIAN" means the custodian with respect to a Global
Security (as appointed by the Depository), or any successor person thereto who
shall initially be the Trustee.
"SHELF REGISTRATION STATEMENT" means a registration statement issued by the
Company in connection with the offer and sale of Initial Securities or Exchange
Securities pursuant to a Registration Rights Agreement.
"TRANSFER RESTRICTED SECURITIES" means Definitive Securities and any other
Securities that bear or are required to bear the legend set forth in Section
2.3(e) hereto.
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1.2 OTHER DEFINITIONS
Term Defined in Section
"Agent Members"........................................... 2.1(b)
"Global Security"......................................... 2.1(a)
"Regulation S"............................................ 2.1
"Rule 144A"............................................... 2.1
"Temporary Regulation S Global Security".................. 2.1(a)
2. THE SECURITIES