FairPoint Communications 2002 Annual Report Download - page 228

shall be made pursuant to this Section 1.06 until the FRE Date applicable
thereto has occurred, at which time such Loans shall be converted into
Eurodollar Loans and/or Base Rate Loans as elected by the Borrower (or, in the
absence of giving any such notice, shall be automatically converted into Base
Rate Loans) and such resulting Eurodollar Loans and Base Rate Loans shall
thereafter be
subject to conversion as provided in this Section 1.06. 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") specifying 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.
1.07 PRO RATA BORROWINGS. All A Term Loans and RF Loans under this
Agreement shall be made by the Lenders PRO RATA on the basis of their A Term
Commitments or Revolving Commitments, as the case may be, if any. It is
understood that no Lender shall be responsible for any default by any other
Lender in its obligation to make Loans hereunder and that each Lender shall be
obligated to make the Loans provided to be made by it hereunder, regardless of
the failure of any other Lender to fulfill its commitments hereunder.
1.08 INTEREST. (a) The unpaid principal amount of each Base Rate
Loan shall bear interest from the date of the Borrowing thereof until the
earlier of repayment or conversion thereof and maturity (whether by acceleration
or otherwise) at a rate per annum which shall at all times be the Applicable
Base Rate Margin PLUS the Base Rate in effect from time to time.
(b) The unpaid principal amount of each Eurodollar Loan shall bear
interest from the date of the Borrowing thereof until the earlier of repayment
or conversion thereof and maturity (whether by acceleration or otherwise) at a
rate per annum which shall at all times be the Applicable Eurodollar Margin PLUS
the relevant Eurodollar Rate.
(c) The unpaid principal amount of each C Term Loan-Fixed Rate
shall bear interest until maturity (whether by acceleration or otherwise) as
provided in the C Term Note-Fixed Rate evidencing the same.
(d) Interest in respect of any overdue amount payable hereunder
shall accrue at a rate per annum equal to the Base Rate in effect from time to
time PLUS the sum of (i) 2% and (ii) the Applicable Base Rate Margin, PROVIDED
that principal in respect of Eurodollar Loans and C Term Loans-Fixed Rate (prior
to the applicable FRE Date) shall bear interest from the date the same becomes
due (whether by acceleration or otherwise) until (x) in the case of Eurodollar
Loans, the end of the Interest Period then applicable to such Eurodollar Loan
and (y) in the case of C Term Loans-Fixed Rate until paid in full, at a rate per
annum no less than one which is equal to 2% in excess of the rate of interest
applicable thereto on such date.
(e) Interest shall accrue from and including the date of any
Borrowing to but excluding the date of any repayment thereof and shall be
payable (i) in respect of each Base Rate Loan, quarterly in arrears on the last
Business Day of each March, June, September and December, (ii) in respect of
each Eurodollar Loan, on the last day of each Interest Period applicable thereto
and, in the case of an Interest Period in excess of three months, on each date
occurring at three month intervals after the first day of such Interest Period,
(iii) in respect of each such Loan, on any prepayment or conversion (on the
amount prepaid or converted), at
maturity (whether by acceleration or otherwise) and, after such maturity, on