FairPoint Communications 2004 Annual Report Download - page 232

SECTION 3. Payments.
3.01 Voluntary Prepayments. The Borrower shall have the right to prepay Loans, in whole or in part, without premium or penalty, from
time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic
notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are B Term Loans, RF Loans or Swingline Loans, the amount of
such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower prior
to 12:00 Noon (New York time) at least one Business Day prior to the date of such prepayment with respect to Base Rate Loans (other than Swingline Loans,
with respect to which notice shall be given by the Borrower on the date of prepayment) and at least three Business Days prior to the date of such prepayment
with respect to Eurodollar Loans, and which notice (except in the case of a prepayment of Swingline Loans) shall promptly be transmitted by the
Administrative Agent to each of the Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $1,000,000 (or
$100,000, in the case of a partial prepayment of any Borrowing of Swingline Loans), provided that no partial prepayment of Eurodollar Loans made pursuant
to a Borrowing shall reduce the aggregate principal amount of the Loans outstanding pursuant to such Borrowing to an amount less than the Minimum
Borrowing Amount applicable thereto; (iii) except as provided in clause (v) below, each prepayment in respect of any Loans of a given Facility made pursuant
to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of RF Loans pursuant
to this Section 3.01, such prepayment shall not be applied to any RF Loans of a Defaulting Lender; (iv) at the time of any prepayment of Eurodollar Loans
pursuant to this Section 3.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant
to Section 1.11; and (v) in the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Lenders as provided in Section 11.12(b), the Borrower may, upon two Business Days’ prior
written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all
Loans of such Lender (including all amounts, if any, owing pursuant to Section 1.11), together with accrued and unpaid interest, Fees and all other amounts
then owing to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in
accordance with said Section 11.12(b), so long as (A) in the case of the repayment of RF Loans of any Lender pursuant to this clause (v), the Revolving
Commitment of such Lender is terminated concurrently with such repayment (at which time Annex I shall be deemed modified to reflect the changed Revolving
Commitments) and (B) the consents required by Section 11.12(b) in connection with the repayment pursuant to this clause (v) shall have been obtained.
3.02 Mandatory Prepayments.
(A) Requirements:
(a) (i) If on any date (and after giving effect to all other repayments on such date) the sum of (I) the aggregate outstanding principal
amount of RF Loans made by Non-Defaulting Lenders, (II) the aggregate outstanding principal amount of all Swingline Loans and (III) the Letter of Credit
Outstandings (less any amount thereof as to which Section 1A.01(c) Arrangements are in place) exceeds the Adjusted Total Available Revolving Commitment
as
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