FairPoint Communications 2013 Annual Report Download - page 53

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The holders of the Notes have the ability to require us to repurchase all or any part of the Notes if we experience certain
kinds of changes in control or engage in certain asset sales, in each case at the repurchase prices and subject to the terms and
conditions set forth in the Indenture.
The Indenture contains certain covenants which are customary with respect to non-investment grade debt securities, including
limitations on our ability to incur additional indebtedness, pay dividends on or make other distributions or repurchase our capital
stock, make certain investments, enter into certain types of transactions with affiliates, create liens and sell certain assets or merge
with or into other companies. These covenants are subject to a number of important limitations and exceptions.
The Indenture also provides for customary events of default, including cross defaults to other specified debt of FairPoint
Communications and certain of its subsidiaries.
The Old Credit Agreement. On January 24, 2011, the Old Credit Agreement Borrowers entered into the Old Credit Agreement.
The Old Credit Agreement was comprised of the Old Revolving Facility, which had a sub-facility providing for the issuance of
up to $30.0 million of letters of credit, and the Old Term Loan. The entire outstanding principal amount of the Old Credit Agreement
Loans was due and payable five years after January 24, 2011, subject to certain conditions. On February 14, 2013, we entered into
the New Credit Agreement and repaid all outstanding amounts under the Old Credit Agreement, which was subsequently terminated.
In addition, the following agreements relating to the Old Credit Agreement Loans were terminated on the Refinancing Closing
Date: (i) the Security Agreement, dated as of January 24, 2011, among FairPoint Communications, the subsidiaries of FairPoint
Communications party thereto and Bank of America, N.A., as administrative agent, (ii) the Pledge Agreement, dated as of January
24, 2011, made by FairPoint Communications and the subsidiaries of FairPoint Communications party thereto in favor of Bank
of America, N.A., as administrative agent, and (iii) the Continuing Guaranty, dated as of January 24, 2011, made by the subsidiaries
of FairPoint Communications party thereto in favor of Bank of America, N.A., as administrative agent.
Merger Orders. As a condition to the approval of the Merger and related transactions by state regulatory authorities we
agreed to make certain capital expenditures following the completion of the Merger, which were modified by regulatory settlements
agreed to with representatives for each of Maine, New Hampshire and Vermont and approved by the applicable regulatory authorities
in Maine, New Hampshire and Vermont and approved by the Bankruptcy Court as part of the Plan. For further information on
these capital expenditure requirements, see "Item 1. Business—Regulatory Environment—State Regulation—Regulatory
Conditions to the Merger, as Modified in Connection with the Plan" included elsewhere in this Annual Report.
Off-Balance Sheet Arrangements
As of December 31, 2013, we had approximately $15.9 million outstanding letters of credit under the New Revolving Facility
and $1.7 million of surety bonds. As of December 31, 2012, we had approximately $12.0 million in outstanding standby letters
of credit under the Old Revolving Facility and $1.8 million of surety bonds. We do not have any other off-balance sheet arrangements
other than our operating lease obligations, which are not reflected on our balance sheet. See “—Summary of Contractual
Obligations” for further detail.
Summary of Contractual Obligations
The table set forth below contains information with regard to disclosures about contractual obligations and commercial
commitments.
The following table discloses aggregate information about our contractual obligations as of December 31, 2013 and the
periods in which payments are due (in thousands):
Payments due by period
Contractual Obligations Total
Less
than
1 year
1-3
years
3-5
years
More
than
5 years
Long-term debt obligations, including current
maturities (a) $ 935,200 $ 6,400 $ 12,800 $ 12,800 $ 903,200
Interest payments on long-term debt obligations (b) 401,229 76,165 154,519 148,484 22,061
Capital lease obligations, including current
maturities 2,170 1,625 369 176 —
Operating lease obligations 26,616 9,144 11,348 5,514 610
Other long-term liabilities (c) 849,911 37,029 66,905 61,291 684,686
Total contractual obligations $ 2,215,126 $ 130,363 $ 245,941 $ 228,265 $ 1,610,557