FairPoint Communications 2004 Annual Report Download - page 233

then in effect, the Borrower shall repay on such date the principal of outstanding Swingline Loans and, after all Swingline Loans have been repaid in full or if
no Swingline Loans are outstanding, the principal of outstanding RF Loans of Non-Defaulting Lenders in an aggregate amount equal to such excess. If, after
giving effect to such repayment or repayments, 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 then in effect, the Borrower shall pay to the Collateral Agent an amount in cash and/or
Cash Equivalents equal to such excess and the Collateral Agent shall hold such payment as security for the obligations of the Borrower in respect of Letters of
Credit owing to Non-Defaulting Lenders pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the
Collateral Agent (which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Collateral Agent, until all proceeds are applied to
such secured obligations or until all Letters of Credit so secured expire undrawn, at which time such amount shall be returned to the Borrower).
(ii) On any date on which the aggregate outstanding principal amount of the RF Loans made by any Defaulting Lender exceeds the
Available Revolving Commitment of such Defaulting Lender, the Borrower shall prepay on such date principal of outstanding RF Loans of such Defaulting
Lender in an amount equal to such excess.
(b) On the fifth Business Day following the date of receipt thereof on or after the Effective Date by the Borrower and/or any of its
Subsidiaries of the Net Cash Proceeds from any Asset Sale, an amount equal to 100% of the Net Cash Proceeds from such Asset Sale shall be applied as a
mandatory repayment of principal of the then outstanding B Term Loans, provided that up to 100% of the Net Cash Proceeds from Asset Sales shall not be
required to be used to so repay B Term Loans to the extent (i) the Borrower elects, as hereinafter provided, to cause such Net Cash Proceeds to be used within
270 days of such Asset Sale to finance Permitted Acquisitions (a “Reinvestment Election”) or (ii) in the case of Net Cash Proceeds from an Asset Sale
constituting a Non-Core Asset Sale and so long as RF Loans in an aggregate principal amount equal to at least such amount of Net Cash Proceeds were
incurred to finance Permitted Acquisitions within 120 days prior to the date of receipt of such Net Cash Proceeds, the Borrower applies all (and not less than
all) of such Net Cash Proceeds to repay outstanding principal of RF Loans in accordance with Section 3.01 (a “ Repayment Election”). The Borrower may
exercise (x) its Repayment Election with respect to a Non-Core Asset Sale as provided above if (A) no Default or Event of Default exists and (B) the Borrower
delivers a written notice signed by an Authorized Officer to the Administrative Agent no later than five Business Days following the respective Non-Core Asset
Sale stating that it has incurred RF Loans in an aggregate principal amount equal to or greater than the Net Cash Proceeds received from such Non-Core Asset
Sale to finance a Permitted Acquisition within the time period specified in clause (ii) above and specifying the relevant Permitted Acquisition(s) consummated
during such period and (y) its Reinvestment Election with respect to an Asset Sale if (A) no Default or Event of Default exists and (B) the Borrower delivers a
Reinvestment Notice to the Administrative Agent no later than five Business Days following the date of the consummation of the respective Asset Sale, with
such Reinvestment Election being effective with respect to the Net Cash Proceeds of such Asset Sale equal to the Anticipated Reinvestment Amount specified in
such Reinvestment Notice. Notwithstanding the foregoing provisions of this Section 3.02(A)(b), in no event shall the Borrower or any of its Subsidiaries use
any proceeds from any Asset Sale to make
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