FairPoint Communications 2002 Annual Report Download - page 207

Securities acquired in the Registered Exchange Offer in exchange for Securities
acquired as a result of market-making activities or other trading activities
shall not result in such Exchange Securities being not "freely tradeable"), then
the following provisions shall apply:
(a) The Company shall as promptly as practicable (but in no event more than
30 days after so required or requested pursuant to this Section 3), file with
the Commission and thereafter shall use its best efforts to cause to be declared
effective under the Act by the 210th day after the issuance of the Securities a
Shelf Registration Statement relating to the offer and sale of the Securities or
the Exchange Securities, as applicable, by the Holders from time to time in
accordance with the methods of distribution elected by such Holders and set
forth in such Shelf Registration Statement (such Securities or Exchange
Securities, as applicable, to be sold by such Holders under such Shelf
Registration Statement being referred to herein as "Registration Securities");
PROVIDED, HOWEVER, that, with respect to Exchange Securities received by an
Initial Purchaser in exchange for Securities constituting any portion of an
unsold allotment, the Company may, if permitted by current interpretations by
the Commission's staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Regulation S-K
Items 507 and/or 508, as applicable, in satisfaction of its obligations under
this paragraph (a) with respect thereto, and any such Exchange Offer
Registration Statement, as so amended, shall be referred to herein as, and
governed by the provisions herein applicable to, a Shelf Registration Statement.
(b) The Company shall use its best efforts to keep the Shelf Registration
Statement continuously effective in order to permit the Prospectus forming part
thereof to be usable by Holders for a period of two years from the date the
Shelf Registration
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Statement is declared effective by the Commission (or for a period of one year
from the date the Shelf Registration Statement is declared effective if such
Shelf Registration Statement is filed at the request of an Initial Purchaser) or
such shorter period that will terminate when all the Securities or Exchange
Securities, as applicable, covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement (in any such case, such period
being called the "Shelf Registration Period"). The Company shall be deemed not
to have used its best efforts to keep the Shelf Registration Statement effective
during the Shelf Registration Period if it voluntarily takes any action that
would result in Holders of securities covered thereby not being able to offer
and sell such securities during that period, unless (I) such action is required
by applicable law or (II) such action is taken by the Company in good faith and
for valid business reasons (not including avoidance of the Company's obligation
hereunder), including the acquisition or divestiture of assets, so long as the
Company promptly thereafter complies with the requirements of Section 4(k)
hereof, if applicable.
4. REGISTRATION PROCEDURES. In connection with any Shelf Registration
Statement and, to the extent applicable, any Exchange Offer Registration
Statement, the following provisions shall apply:
(a) The Company shall furnish to you, prior to the filing thereof with the
Commission, a copy of any Shelf Registration Statement and any Exchange Offer
Registration Statement, each amendment thereof and each amendment or supplement,
if any, to the Prospectus included therein and shall use its best efforts to
reflect in each such document, when so filed with the Commission, such comments
as you or any Holder reasonably may propose.
(b) The Company shall ensure that (I) any Registration Statement and any
amendment thereto and any Prospectus forming part thereof and any amendment or
supplement thereto complies in all material respects with the Act and the rules
and regulations thereunder, (II) any Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (III) any Prospectus