FairPoint Communications 2002 Annual Report Download - page 227

(c) The C Term Note-Floating Rate issued to each Lender with
outstanding C Term Loans-Floating Rate shall (i) be executed by the Borrower,
(ii) be payable to the order of such Lender and be dated the Restatement
Effective Date (or, if issued after the Restatement Effective Date, be dated the
date of the issuance thereof), (iii) be in a stated principal amount equal to
the C Term Loans-Floating Rate continued by such Lender on the Restatement
Effective Date (or, if issued after the Restatement Effective Date, be in a
stated principal amount equal to the outstanding principal amount of C Term
Loans-Floating Rate of such Lender at such time) and be payable in the principal
amount of C Term Loans-Floating Rate evidenced thereby, (iv) mature on the Final
Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be,
evidenced thereby, (vi) be subject to mandatory repayment as provided in Section
3.02 and (vii) be entitled to the benefits of this Agreement and the other
Credit Documents.
(d) The C Term Note-Fixed Rate issued to each Lender with
outstanding C Term Loans-Fixed Rate shall (i) be executed by the Borrower, (ii)
be payable to the order of such Lender and be dated the Restatement Effective
Date, (iii) be in a stated principal amount equal to the relevant C Term
Loans-Fixed Rate continued by CoBank on the Restatement Effective Date (or, in
the case of a new C Term Note-Fixed Rate issued pursuant to Section 1.13 or
11.04, the respective C Term Loans-Fixed Rate evidenced thereby at the time of
issuance) and be payable in the principal amount of C Term Loans-Fixed Rate
evidenced thereby, (iv) mature on the Final Maturity Date, (v) bear interest as
provided in Section 1.08(c) in respect of the C Term Loans-Fixed Rate evidenced
thereby, (vi) be subject to mandatory repayment as provided in Section 3.02 and
(vii) be entitled to the benefits of this Agreement and the other Credit
Documents.
(e) The RF Note issued to each RF Lender shall (i) be executed by
the Borrower, (ii) be payable to the order of such RE Lender and be dated the
Restatement Effective Date (or, in the case of any RF Note issued after the
Restatement Effective Date, the date of issuance thereof), (iii) be in a stated
principal amount equal to the Revolving Commitment of such RF Lender and be
payable in the principal amount of the RF Loans evidenced thereby, (iv) mature
on the Final Maturity Date, (v) bear interest as provided in the appropriate
clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans,
as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as
provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement
and the other Credit Documents.
(f) Each Lender will note on its internal records the amount of
each Loan made by it and each payment in respect thereof and will, prior to any
transfer of any of its Notes, endorse on the reverse side thereof the
outstanding principal amount of Loans evidenced thereby. Failure to make any
such notation shall not affect the Borrower's obligations in respect of such
Loans.
1.06 CONVERSIONS. The Borrower shall have the option to convert on
any Business Day all or a portion at least equal to the applicable Minimum
Borrowing Amount of the outstanding principal amount of the Loans owing pursuant
to a single Facility into a Borrowing or Borrowings pursuant to such Facility of
another Type of Loan, PROVIDED that (i) no partial conversion of a Borrowing of
Eurodollar Loans shall reduce the outstanding principal amount of the Eurodollar
Loans made pursuant to such Borrowing to less than the Minimum Borrowing Amount
applicable thereto, (ii) Base Rate Loans and C Term Loans-Fixed Rate may not be
converted into Eurodollar Loans when a Default under Section 8.01 or an Event of
Default is in existence on the date of the proposed conversion if the
Administrative Agent or the Required Lenders shall have determined in its or
their sole discretion not to permit such conversion, (iii) Borrowings of
Eurodollar Loans resulting from this Section 1.06 shall be limited in number as
provided in Section 1.02 and (iv) no conversion of any C Term Loan-Fixed Rate