FairPoint Communications 2002 Annual Report Download - page 248

shall be required to be specifically listed as Scheduled Existing Indebtedness).
On and as of the Restatement Effective Date, all Indebtedness and preferred
equity described in the immediately preceding sentence shall remain outstanding
after giving effect to the Transaction and the other transactions contemplated
hereby without any breach, required repayment, required offer to purchase,
default, event of default or termination rights existing thereunder or arising
as a result of the Transaction and the other transactions contemplated hereby.
On and as of the Restatement Effective Date, the Agents and the Required Lenders
shall be satisfied with the amount of and the terms and conditions of all
Indebtedness and preferred equity described above in this Section 4.01(l)(iii).
(m) FEES. The Borrower shall have paid to the Agents and the
Lenders all Fees and expenses agreed upon by such parties to be paid on or prior
to the Restatement Effective Date (for which, in the case of legal fees and
expenses, the Borrower shall have received in advance a written invoice in
reasonable detail).
(n) PROJECTIONS. On or prior to the Restatement Effective Date,
each of the Agents and the Lenders shall have received detailed projected
consolidated financial statements of the Borrower and its Subsidiaries for the
period from the Restatement Effective Date through the Final Maturity Date
("PROJECTIONS"), which Projections shall (x) reflect the forecasted consolidated
financial condition of the Borrower and its Subsidiaries after giving effect to
the Transaction and (y) be reasonably satisfactory in form and substance to the
Agents.
4.02 CONDITIONS PRECEDENT TO ALL LOANS. The obligation of each
Lender to make Loans (including Loans made on the Restatement Effective Date and
on each Incremental Revolving Commitment Date), and of each Letter of Credit
Issuer to issue Letters of Credit, is
subject, at the time of the making of each such Loan and the issuance of each
such Letter of Credit, to the satisfaction of the following conditions:
(a) NOTICE OF BORROWING. The Administrative Agent shall have
received a Notice of Borrowing meeting the requirements of Section 1.03 or a
Letter of Credit Request meeting the requirements of Section 1A.03.
(b) NO DEFAULT; REPRESENTATIONS AND WARRANTIES. At the time of
each making of Loans and each issuance of a Letter of Credit and also after
giving effect thereto, (i) there shall exist no Default or Event of Default and
(ii) all representations and warranties made by any Credit Party contained
herein or in the other Credit Documents shall be true and correct in all
material respects with the same effect as though such representations and
warranties had been made on and as of the date of such Loans or issuance of such
Letter of Credit, except to the extent that such representations and warranties
expressly relate to an earlier date, in which case such representations and
warranties shall be true and correct as of such earlier date.
The acceptance of the benefits of each Loan and/or the issuance of
each Letter of Credit shall constitute a representation and warranty by the
Borrower that all of the applicable conditions specified in Section 4.01 (in the
case of Loans made and/or continued and Letters of Credit issued on the
Restatement Effective Date) and/or 4.02 (in the case of all Loans and all
Letters of Credit), as the case may be, have been satisfied as of that time. All
of the certificates, legal opinions and other documents and papers referred to
in Sections 4.01 and 4.02, unless otherwise specified, shall be delivered to the
Administrative Agent for the benefit of each of the Lenders and, except for the
Notes, in sufficient counterparts for each of the Lenders and shall be
reasonably satisfactory in form and substance to the Agents.
SECTION 5. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. In order to
induce the Lenders to enter into this Agreement and to make the Loans, the
Borrower makes the following representations and warranties to, and agreements
with, the Lenders, all of which shall survive the execution and delivery of this
Agreement and the making of the Loans: