FairPoint Communications 2002 Annual Report Download - page 239

that (x) any such partial reduction shall apply to proportionately and
permanently reduce the Revolving Commitment of each Lender with such a
Commitment, (y) no such reduction shall reduce any Non-Defaulting Lender's
Revolving Commitment in an amount greater than the then unutilized Revolving
Commitment of such Lender and (z) any partial reduction pursuant to this Section
2.02 shall be in the amount of at least $1,000,000.
2.03 MANDATORY ADJUSTMENTS OF COMMITMENTS, ETC. (a) The Total A
Term Commitment and the Total Revolving Commitment (and the A Term Commitment
and Revolving Commitment of each Lender with such a Commitment) shall terminate
in its entirety on the Expiration Date unless the Restatement Effective Date has
occurred on or before such date.
(b) The Total A Term Commitment shall terminate in its entirety on
the Restatement Effective Date (after giving effect to the making of A Term
Loans on such date).
(c) The Total Revolving Commitment (to the extent outstanding)
shall be reduced on each date on which (x) no Term Loans are outstanding (after
giving effect to the application on or prior to such date of the provisions of
Section 3.02(A)) and (y) Term Loans, if still outstanding, would be required to
be repaid pursuant to Section 3.02(A)(c), (d), (e), (f) or (g) by the amount, if
any, by which the amount required to be applied pursuant to said Sections as a
result of the events described therein (determined as if an unlimited amount of
Term Loans were actually outstanding) exceeds the aggregate principal amount of
Term Loans being repaid as a result of such events.
(d) The Total Revolving Commitment shall terminate in its entirety
on the earlier of (x) the Final Maturity Date and (y) the date on which a Change
of Control occurs.
(e) Each partial reduction of the Commitments under a Facility
pursuant to this Section 2.03 shall apply proportionately to the Commitment
under such Facility of each Lender.
SECTION 3. PAYMENTS.
3.01 VOLUNTARY PREPAYMENTS. The Borrower shall have the right to
prepay Loans (other than a C Term Loan-Fixed Rate prior to its FRE Date, with
any prepayment in respect thereof to be as set forth in the C Term Notes-Fixed
Rate) 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
A Term Loans, C Term Loans-Floating Rate, C Term Loans-Fixed Rate or RF 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) on the Business Day prior to the date of
such prepayment, and which notice 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,
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) each prepayment in respect of any Loans 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; and (iv) each prepayment of Term Loans pursuant to this
Section 3.01 shall be applied (I)(x) FIRST, to C Term Loans-Fixed Rate (other
than a C Term Loan-Fixed Rate prior to its FRE Date) in an
amount equal to the C Term Fixed Rate Percentage and the C Term Loans-Floating
Rate in an amount equal to the C Term Floating Rate Percentage and (y) SECOND,