FairPoint Communications 2002 Annual Report Download - page 241

June 30, 2004 $ 4,894,458.57 $ 571,273.07
September 30, 2004 $ 4,894,458.57 $ 49,807.00
December 31, 2004 $ 4,894,458.57 $ 68,029.95
March 31, 2005 $ 4,894,458.57 $ 68,029.95
June 30, 2005 $ 4,894,458.57 $ 68,029.95
September 30, 2005 $ 4,894,458.57 $ 68,029.95
December 31, 2005 $ 4,894,458.57 $ 68,029.95
March 31, 2006 $ 7,341,687.86 $ 102,044.92
June 30, 2006 $ 7,341,687.86 $ 102,044.92
September 30, 2006 $ 7,341,687.86 $ 102,044.92
December 31, 2006 $ 7,341,687.86 $ 102,044.92
Final Maturity Date $ 55,177,580.01 $ 737,918.08
(c) On the fifth Business Day following the date of receipt
thereof on or after the Original 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 Term Loans and if no
Term Loans are then outstanding, to the RF Loans, PROVIDED that up to 100% of
the Net Cash Proceeds from Asset Sales shall not be required to be used to so
repay Loans to the extent (i) the Borrower elects, as hereinafter provided, to
cause such Net Cash Proceeds to be used within 180 days (or, in the case of a
Special Asset Sale, 270 days) of such Asset Sale to finance Permitted
Acquisitions (a "REINVESTMENT ELECTION") or (ii) in the case of Net Cash
Proceeds from 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 90 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 if (A) no
Default or Event of Default exists and (B) the Borrower delivers a written
notice signed by an Authorized Officer of the Borrower 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)(c), in no event shall the Borrower or any of its Subsidiaries
use any proceeds from any Asset Sale to make any voluntary or mandatory
repayment or prepayment of Permitted Subordinated Debt or New Senior Notes and,
in each case, before any such obligation to use such proceeds to make such
repayment shall arise, the Borrower or the respective Subsidiary shall reinvest
the respective amounts as permitted above in this Section 3.02(A)(c) or apply
such proceeds as a mandatory prepayment and/or commitment reduction in