FairPoint Communications 2002 Annual Report Download - page 225

Term Loan-Fixed Rate subject to an FRE Date which has expired, shall, except as
hereinafter provided, at the option of the Borrower, be maintained as, and/or
converted into, Base Rate Loans or Eurodollar Loans, PROVIDED that all such C
Term Loans-Fixed Rate made as part of the same Borrowing shall, unless
specifically provided herein, consist of Loans of the same Type, and (iii) shall
not exceed for CoBank in initial principal amount, that amount which equals the
aggregate outstanding principal amount of the Existing C Term Loans-Fixed Rate
made by CoBank and outstanding on the Restatement Effective Date (immediately
prior to giving effect thereto) as set forth on Annex I hereto. Once repaid, C
Term Loans-Fixed Rate may not be reborrowed.
(iv) Loans under the Revolving Facility (each, an "RF LOAN" and,
collectively, the "RF LOANS") (i) shall be made to the Borrower at any time and
from time to time on and after the Restatement Effective Date (or, in the case
of Incremental RF Loans, the respective Incremental Revolving Commitment Date)
and prior to the Final Maturity Date, (ii) except as hereinafter provided, may,
at the option of the Borrower, be incurred and maintained as, and/or converted
into, Base Rate Loans or Eurodollar Loans, PROVIDED that all RF Loans made as
part of the same Borrowing shall, unless otherwise specifically provided herein,
consist of Loans of the same Type, (iii) may be repaid and reborrowed in
accordance with the provisions hereof, and (iv) shall not exceed (giving effect
to any incurrence thereof and the use of the proceeds of such incurrence) for
any Lender in aggregate principal amount at any time outstanding that amount
which, when added to such Lender's Percentage of Letter of Credit Outstandings
at such time, equals the Revolving Commitment, if any, of such Lender at such
time.
1.02 MINIMUM BORROWING AMOUNTS, ETC. The aggregate principal amount
of each Borrowing shall not be less than the Minimum Borrowing Amount. More than
one Borrowing may be incurred on any day, PROVIDED that at no time shall there
be outstanding more than twelve Borrowings of Eurodollar Loans.
1.03 NOTICE OF BORROWING. (a) Whenever the Borrower desires to
incur Loans under any Facility (other than the C Term Loans to be continued on
the Restatement Effective Date), it shall give the Administrative Agent at its
Notice Office, (x) prior to 12:00 Noon (New York time), at least three Business
Days' prior written notice (or telephonic notice promptly confirmed in writing)
of each proposed incurrence of Eurodollar Loans and (y) prior to 11:00 A.M. (New
York time) on the proposed date thereof, written notice (or telephonic notice
promptly confirmed in writing) of each proposed incurrence of Base Rate Loans.
Each such notice (each, a "NOTICE OF BORROWING") shall be in the form of Exhibit
A and shall be irrevocable and shall specify (i) the Facility pursuant to which
such incurrence is being made, (ii) the aggregate principal amount of the Loans
to be made pursuant to such incurrence, (iii) the date of incurrence (which
shall be a Business Day) and (iv) whether the respective Borrowing shall consist
of Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest
Period to be initially applicable thereto. The Administrative Agent shall
promptly give each Lender written notice (or telephonic notice promptly
confirmed in writing) of each proposed incurrence of Loans of such Lender's
proportionate share thereof and of the other matters covered by the Notice of
Borrowing.
(b) Without in any way limiting the obligation of the Borrower to
confirm in writing any telephonic notice permitted to be given hereunder, the
Administrative Agent and any Letter of Credit Issuer, prior to receipt of
written confirmation may act without liability upon the basis of and consistent
with such telephonic notice, believed by the Administrative Agent or such Letter
of Credit Issuer, as the case may be, in good faith to be from an Authorized
Officer of the Borrower. In each such case, the Borrower hereby waives the right
to dispute the Administrative Agent's or such Letter of Credit Issuer's record
of the terms of such telephonic notice, unless such record reflects gross
negligence or willful misconduct on the part of the Administrative Agent or such
Letter of Credit Issuer, as the case may be.
1.04 DISBURSEMENT OF FUNDS. (a) No later than 1:00 P.M. (New York
time) (2:00 P.M. (New York time) in the case of Base Rate Loans made pursuant to