FairPoint Communications 2002 Annual Report Download - page 199

of $225,000,000, any 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, any
additional Initial Securities and the Exchange Securities are treated as a
single class of securities under the Indenture and will 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
Exchange Securities issued in exchange therefor) remains outstanding after the
occurrence of such redemption and PROVIDED, FURTHER, that such redemption shall
be made within 75 days of such Equity Sale upon not less than 30 nor more than
60 days' notice.
6. SINKING FUND.
The Securities are not subject to any sinking fund.
7. NOTICE OF REDEMPTION.
Notice of redemption will be mailed by first-class mail at least 30
days but not more than 60 days before the redemption date to each Holder of
Securities to be redeemed at his or her registered address. Securities in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and
accrued interest on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the redemption
date and certain other conditions are satisfied, on and after such date interest
ceases to accrue on such Securities (or such portions thereof) called for
redemption.
8. REPURCHASE OF SECURITIES AT THE OPTION OF HOLDERS UPON CHANGE OF CONTROL.
Upon a Change of Control, any Holder of Securities will have the
right, subject to certain conditions specified in the Indenture, to cause the
Company to repurchase all or any part of the Securities of such Holder at a
purchase price equal to 101.0% of the principal amount of the Securities to be
repurchased plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of Holders of record on the relevant record date to