FairPoint Communications 2002 Annual Report Download - page 162

2. THE SECURITIES
2.1 FORM AND DATING
The Initial Securities will be offered and sold by the Company, from time
to time, pursuant to one or more Purchase Agreements. The Initial Securities
will be resold, initially only to QIBs in reliance on Rule 144A under the
Securities Act ("Rule 144A") and in reliance on Regulation S under the
Securities Act ("Regulation S"). Initial Securities may thereafter be
transferred to, among others, QIBs, purchasers in reliance on Regulation S and
IAIs under Rule 501(a)(1),(2),(3) or (7) under the Securities Act.
(a) GLOBAL SECURITIES. Rule 144A Securities shall be issued initially in
the form of one or more permanent global Securities in definitive, fully
registered form (the "Rule 144A Global Security") and Regulation S Securities
shall be issued initially in the form of one or more temporary global Securities
(collectively, the "Temporary Regulation S Global Security"), in each case
without interest coupons and with the global securities legend and restricted
securities legend set forth in Exhibit 1 hereto, which shall be deposited on
behalf of the purchasers of the Initial Securities represented thereby with the
Securities Custodian, and registered in the name of the Depository or a nominee
of the Depository, duly executed by the Company and authenticated by the Trustee
as provided in this Indenture. Beneficial ownership interests in the Temporary
Regulation S Global Security will not be exchangeable for interests in the Rule
144A Global Security, a permanent global security (the "Permanent Regulation S
Global Security"), or any other security without a legend containing
restrictions on transfer of such Security prior to the expiration of the
Restricted Period and then only upon certification in form reasonably
satisfactory to the Trustee that beneficial ownership interests in such
Temporary Regulation S Global Security are owned either by non-U.S. persons or
U.S. persons who purchased such interests in a transaction that did not require
registration under the Securities Act. The Rule 144A Global Securities,
Temporary Regulation S Global Security and Permanent Regulation S Global
Security are collectively referred to herein as "Global Securities." The
aggregate principal amount of the Global Securities may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the
Depository or its nominee as hereinafter provided.
(b) BOOK-ENTRY PROVISIONS. This Section 2.1(b) shall apply only to a
Global Security deposited with or on behalf of the Depository.
The Company shall execute and the Trustee shall, in accordance with this
Section 2.1(b) and pursuant to a written order of the Company in the form of an
Officers'
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Certificate for the authentication and delivery of such Securities, authenticate
and deliver initially one or more Global Securities that (a) shall be registered
in the name of the Depository for such Global Security or Global Securities or
the nominee of such Depository and (b) shall be delivered by the Trustee to such
Depository or pursuant to such Depository's instructions or held by the Trustee
as Securities Custodian.
Members of, or participants in, the Depository ("Agent Members") shall have
no rights under this Indenture with respect to any Global Security held on their
behalf by the Depository or by the Trustee as Securities Custodian or under such
Global Security, and the Depository may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depository or impair, as between the Depository
and its Agent Members, the operation of customary practices of such Depository
governing the exercise of the rights of a holder of a beneficial interest in any
Global Security.
(c) DEFINITIVE SECURITIES. Except as provided in Section 2.3 or 2.4 of