FairPoint Communications 2002 Annual Report Download - page 173

days immediately preceding the relevant due date for payment (or such other date
as the Trustee may accept in its discretion).
3. PAYING AGENT AND REGISTRAR.
Initially, The Bank of New York (the "Trustee") will act as Paying Agent
and Registrar. The Company may appoint and change any Paying Agent, Registrar or
co-registrar without notice. The Company or any of its domestically incorporated
Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.
4. INDENTURE.
The Company issued the Securities under an Indenture dated as of March 6,
2003 (the "Indenture") between the Company and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms
defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the TIA for a statement of
those terms.
The Securities are general unsecured senior obligations of the Company,
unlimited in aggregate principal amount at any one time outstanding. This
Security is one of the Initial Securities referred to in the Indenture. The
Securities include the Original Securities in an aggregate principal amount of
$225,000,000, additional Initial Securities issued under the Indenture in
aggregate principal amount specified by the Company and any Exchange Securities
issued in exchange for the Initial Securities. The Original Securities, the
additional Initial Securities and the Exchange Securities are
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treated as a single class of securities under the Indenture and vote and consent
together on all matters as one class under the Indenture.
5. OPTIONAL REDEMPTION.
Except as set forth below, the Securities may not be redeemed prior to
March 1, 2007. On and after that date, the Company may redeem the Securities, in
whole or in part, at any time and from time to time, upon not less than 30 nor
more than 60 days' prior notice, at the following redemption prices (expressed
in percentages of principal amount), plus accrued and unpaid interest, if any,
to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date that is on or prior to the date of redemption), if redeemed during the
12-month period beginning on March 1 of the years set forth below:
Year Price
---- -----
2007 105.938%
2008 102.969%
2009 and thereafter 100.000%
Notwithstanding the foregoing, on or prior to March 1, 2006, the Company
may redeem up to 35% of the aggregate principal amount of all Securities
theretofore issued, with proceeds of an Equity Sale, at a redemption price of
111.875% of the principal amount thereof plus accrued and unpaid interest, if
any, to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date that is on or prior to the date of redemption), PROVIDED, HOWEVER, that at
least 65% of the aggregate principal amount of the Original Securities (and