FairPoint Communications 2002 Annual Report Download - page 242

accordance with the requirements of Section 3.02(B).
(d) On the Business Day following the receipt thereof by the
Borrower, an amount equal to 100% of the cash proceeds (net of underwriting
discounts and commissions, private placement and/or initial purchaser fees and
other reasonable fees and expenses associated therewith) from the issuance of
Permitted Subordinated Debt by the Borrower (other than the Excluded Permitted
Subordinated Debt Proceeds) shall be applied as a mandatory repayment of
principal of the then outstanding Term Loans.
(e) On the date of the receipt thereof by the Borrower, an amount
equal to 75% of the cash proceeds (net of underwriting discounts and
commissions, private placement and/or initial purchaser fees and other
reasonable fees and expenses associated therewith) of any sale or issuance of
its equity or of any equity contribution (other than equity issued to management
and other employees of the Borrower and its Subsidiaries) shall be applied as a
mandatory repayment of principal of the then outstanding Term Loans.
(f) On the Reinvestment Prepayment Date with respect to a
Reinvestment Election, an amount equal to the Reinvestment Prepayment Amount, if
any, for such Reinvestment Election shall be applied as a repayment of the
principal amount of the then outstanding Term Loans.
(g) On each Excess Cash Payment Date, an amount equal to the
Applicable Prepayment Percentage of the Excess Cash Flow for the relevant Excess
Cash Flow Payment Period shall be applied as a mandatory repayment of the
principal amount of the then outstanding C Term Loans.
(h) To the extent not theretofore repaid pursuant to the
provisions of this Agreement, (i) all outstanding RF Loans shall be repaid in
full upon the termination of the Total Revolving Commitment, (ii) all
outstanding A Term Loans shall be repaid in full on the Final Maturity Date and
(iii) all outstanding Term Loans shall be repaid in full on the date a Change of
Control occurs.
(B) APPLICATION:
(a) Each mandatory repayment of Term Loans required to be made
pursuant to Section 3.02(A)(c), (d), (e) or (f) shall be applied (i)(x) FIRST,
to outstanding C Term Loans and (y) SECOND, after repayment in full of all C
Term Loans, to outstanding A Term Loans and (ii) in the case of a repayment of C
Term Loans-Fixed Rate or C Term Loans-Floating Rate, to reduce PRO RATA the then
remaining Scheduled Repayments of such Loans. Each mandatory repayment of C Term
Loans required pursuant to Section 3.02(A)(g) shall be applied to (i)
outstanding C Term Loans-Fixed Rate 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 (ii) to reduce PRO RATA the then remaining
Scheduled Repayments of C Term Loans-Fixed Rate or C Term Loans-Floating Rate,
as the case may be.
(b) With respect to each prepayment of Loans required by Section
3.02(A), (other than C Term Loans-Fixed Rate to the extent provided in the
relevant C Term Note-Fixed Rate), the Borrower may designate the Types of Loans
which are to be prepaid and the specific Borrowing(s) under the affected
Facility pursuant to which made, PROVIDED that (i) if any prepayment of
Eurodollar Loans made pursuant to a single Borrowing shall reduce the
outstanding Loans made pursuant to such Borrowing to an amount less than the
Minimum Borrowing Amount for such Borrowing, such Borrowing shall be immediately
converted into Base Rate Loans; (ii) each prepayment of any Loans under a
Facility made pursuant to a given Borrowing shall be applied PRO RATA among such
Loans; and (iii) except for the differing treatments of Defaulting Lenders and
Non-Defaulting Lenders as expressly provided in Section 3.02(A)(a), each
prepayment of any Eurodollar Loans made pursuant to a Borrowing shall be applied
PRO RATA among such Eurodollar Loans. In the absence of a designation by the
Borrower as described in the preceding sentence, the Administrative Agent shall,
subject to the above, make such designation in its sole discretion with a view,