FairPoint Communications 2002 Annual Report Download - page 247

executed and delivered an Amended and Restated Pledge Agreement in the form of
Exhibit G (as so amended and restated and as the same may be further modified,
amended, amended and restated or supplemented from time to time in accordance
with the terms thereof and hereof, the "PLEDGE AGREEMENT") and shall have
delivered to the Collateral Agent, as pledgee thereunder, all of the
certificates representing the certificated Collateral owned by such Persons,
endorsed in blank or accompanied by executed and undated transfer powers, and
the Pledge Agreement shall be in full force and effect.
(j) SOLVENCY. The Borrower shall have delivered to the
Administrative Agent a solvency certificate, dated the Restatement Effective
Date and in the form of Exhibit H hereto.
(k) NEW SENIOR NOTES. On the Restatement Effective Date, the
Borrower shall have received gross cash proceeds of $225,000,000 from the
issuance by it of a like principal amount of New Senior Notes and shall have
utilized the full amount of the cash proceeds to make payments owing in
connection with the Transaction prior to the utilization by the Borrower of any
proceeds of Loans for such purpose. On the Restatement Effective Date, (w) the
issuance of the New Senior Notes shall have been consummated in accordance with
the terms and conditions of the Senior Notes Documents and all applicable law,
(x) the Administrative Agent shall have received true and correct copies of all
New Senior Notes Documents, (y) all New Senior Notes Documents and all terms and
conditions thereof (including, without limitation, amortization, maturities,
interest rates, covenants, defaults and remedies) shall be in form and substance
reasonably satisfactory to each Agent and the Required Lenders and (z) all such
New Senior Notes Documents shall be in full force and effect. All conditions
precedent to the consummation of the issuance of the New Senior Notes as set
forth in the New Senior Notes Documents shall have been satisfied, and not
waived unless consented to by each Agent, to the reasonable satisfaction of each
Agent.
(l) REFINANCING. (i) On the Restatement Effective Date (after
giving effect to the incurrence of Loans on such date), (x) all outstanding AF
Loans, RF Loans and B Term Loans (as each such term is defined in the Original
Credit Agreement) shall be repaid in full, and (y) all accrued interest on all
outstanding extensions of credit pursuant to the Original Credit Agreement, and
all regularly accruing fees pursuant to the Original Credit Agreement, shall be
paid in full on, and through, the Restatement Effective Date (whether or not
same would
otherwise then be due and payable pursuant to the Original Credit Agreement
(other than accrued and unpaid interest with respect to the C Term Loans)). On
the Restatement Effective Date, (w) the Borrower shall have repurchased
12,899.64 shares of Series A Preferred Stock for aggregate cash consideration of
$8,645,000, (x) the Borrower shall have repurchased Permitted Subordinated Debt
in an aggregate principal amount not to exceed $14,000,000 (and paid all accrued
interest thereon), (y) the Borrower shall have contributed and/or loaned cash in
an amount not to exceed $1,600,000 to FairPoint Carrier Services to enable
FairPoint Carrier Services to purchase from Wachovia loans in an aggregate
principal amount of $2,300,000 outstanding under the FairPoint Carrier Services
Credit Agreement and (z) the Administrative Agent shall have received evidence
in form, scope and substance reasonably satisfactory to it that the matters set
forth in this Section 4.01 (l)(ii) have been satisfied at such time.
(iii) On the Restatement Effective Date and after giving effect to
the consummation of the Transaction, the Borrower and its Subsidiaries shall
have no outstanding preferred equity or Indebtedness, except for (i)
Indebtedness pursuant to or in respect of the Credit Documents, (ii)
Indebtedness pursuant to the New Senior Notes Documents, (iii) Permitted
Subordinated Debt incurred prior to the Restatement Effective Date in an
aggregate outstanding principal amount equal to $386.0 million, (iv) Series A
Preferred Stock with an aggregate liquidation preference of approximately $91.90
million, and (v) such other existing indebtedness of the Borrower and its
Subsidiaries, if any, as shall be permitted by the Agents and Required Lenders
to remain outstanding (all of which Indebtedness described in this clause (v)