FairPoint Communications 2004 Annual Report Download - page 214

appearing in each of Sections 1.01(a)(ii) and 1.01(c)(ii) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Loans
prior to the 90th day after the Initial Borrowing Date as are permitted under Sections 1.01(a)(ii) and 1.01(c)(ii) and (iv) Borrowings of Eurodollar Loans
resulting from this Section 1.06 shall be limited in number as provided in Section 1.02. Each such conversion shall be effected by the Borrower giving the
Administrative Agent at its Notice Office, prior to 12:00 Noon (New York time), at least three Business Days’ (or one Business Day’s, in the case of a
conversion into Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, a “ Notice of Conversion/Continuation”) in the
form of Exhibit A-3, appropriately completed to specify the Loans to be so converted (including the relevant Facility), the Type of Loans to be converted into
and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each
Lender prompt notice of any such proposed conversion affecting any of its Loans.
(b) On the date (each, a “DDTL Conversion Date”) of each incurrence of Delayed-Draw Term Loans (immediately after giving effect
thereto), all Delayed-Draw Term Loans outstanding on such date shall be automatically (and without further action) converted into, and thereafter constitute,
Initial B Term Loans for all purposes of this Agreement and the other Credit Documents (other than for purposes of Sections 1.01(a)(i) and (iii) and Sections
4.01(l) and 5.05(a)), with such conversion to be effected in accordance with the following rules (each, a “ DDTL Conversion”):
(i) the Delayed-Draw Term Loans incurred on a given DDTL Conversion Date (immediately prior to giving effect to the DDTL
Conversion on such date) shall, upon the occurrence of the DDTL Conversion, be proportionately added to (and thereafter be deemed to constitute a
part of) each then existing Borrowing of Initial B Term Loans, even though as a result thereof such newly-converted Initial B Term Loans may (x) if
initially incurred as Eurodollar Loans, effectively have a shorter Interest Period than the then existing Borrowings of outstanding Initial B Term
Loans to which they are added and (y) if initially incurred as Base Rate Loans, bear interest at a different rate than the existing Borrowing or
Borrowings of Initial B Term Loans to which they are added;
(ii) if requested by any Lender, the Borrower shall pay to such Lender (x) if the Delayed-Draw Term Loans incurred pursuant to a
given DDTL Conversion were initially incurred as Eurodollar Loans, such amounts necessary, as reasonably determined by such Lender, to
compensate such Lender for “making” (by way of conversion) such Initial B Term Loans during an existing Interest Period (rather than at the
beginning of the respective Interest Period applicable to the existing Borrowings of Initial B Term Loans, based upon the rates then applicable thereto)
and (y) if the Delayed-Draw Term Loans incurred pursuant to a given DDTL Conversion were incurred as Base Rate Loans, such amounts
necessary, as reasonably determined by such Lender, to equalize the interest rate applicable to the existing Borrowings of Initial B Term Loans of
such Lender and the interest rate applicable to the newly-converted Initial B Term Loans converted pursuant to such DDTL Conversion; and
(iii) the Administrative Agent shall (and is hereby authorized to) take all appropriate actions in connection with the DDTL Conversion
to ensure that all Lenders
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