FairPoint Communications 2002 Annual Report Download - page 294

application of any prepayment to, the Loans shall not constitute an extension of
the final maturity date), or reduce the rate or extend the time of payment of
interest or Fees (except in connection with a waiver of the applicability of any
post-default increase in interest rates), or reduce the principal amount
thereof, or increase such participant's participating interest in any Commitment
over the amount thereof then in effect (it being understood that a waiver of any
Default or Event of Default or of a mandatory reduction in the Total Commitment
or a mandatory prepayment shall not constitute a change in the terms of any
Commitment), (ii) release all or substantially all of the Collateral or (iii)
consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement or any other Credit Document.
(b) Notwithstanding the foregoing, (x) any Lender may assign all
or a portion of its outstanding Term Loans and/or Revolving Commitment and its
rights and obligations hereunder (which assignment does not have to be PRO RATA
among the Facilities) to (i) (i)(A) its parent company and/or any affiliate of
such Lender which is at least 50% owned by such Lender or its parent company or
(B) to one or more other Lenders or any affiliate of any such other Lender which
is at least 50% owned by such other Lender or its parent company (PROVIDED that
any fund that invests in loans and is managed or advised by the same investment
advisor of another fund which is a Lender (or by an affiliate of such investment
advisor) shall be treated as an affiliate of such other Lender for the purposes
of this sub-clause (x)(i)(B)), or (ii) in the case of any Lender that is a fund
that invests in loans, any other fund that invests in loans and is managed
and/or advised by the same investment advisor of such Lender or by an Affiliate
of such investment advisor and (y) with the consent of the Administrative Agent
and, if no Default under Section 8.01 or 8.05 or Event of Default exists, the
Borrower (which consents shall not be unreasonably withheld or delayed), any
Lender (or any Lender together with one or more other related Lenders) may
assign all, or if less than all, a portion equal to at least (I) in the case of
A Term Loans and Revolving Commitments, $2,000,000 in the aggregate for the
assigning Lender or Lenders of such outstanding Loans and Commitments and its or
their related rights and obligations hereunder and (II) in the case of C Term
Loans, $3,000,000 in the aggregate for the assigning Lender or Lenders of such
outstanding Loans and its or their related rights and obligations hereunder, to
one or more Eligible Transferees (treating any fund that invests in loans and
any other fund that invests in loans and is managed and/or advised by the same
investment advisor of such fund or by an Affiliate of such investment advisor of
such fund or by an Affiliate of such investment advisor as a single Eligible
Transferee). If any Lender so sells or assigns all or a part of its rights
hereunder or under the Notes, any reference in this Agreement or the Notes to
such assigning Lender shall thereafter refer to such Lender and to the
respective assignee to the extent of their respective interests and the
respective assignee shall have, to the extent of such assignment (unless
otherwise provided therein), the same rights and benefits as it would if it were
such assigning Lender. Each assignment pursuant to this Section 11.04(b) shall
be effected by the assigning Lender and the assignee Lender executing an
Assignment Agreement and giving the Administrative Agent written notice thereof.
At the time of any such assignment, (i) either the assigning or the assignee
Lender shall pay to the Administrative Agent a nonrefundable assignment fee of
$3,500 (PROVIDED that only one assignment fee shall be payable in respect of any
reasonably contemporaneous assignment by a Lender to any one or more funds that
invests in loans and are managed and/or advised by the same investment advisor
of such fund or by an Affiliate of such investment advisor), (ii) Annex I shall
be deemed to be amended to reflect the Commitments and Loans of the respective
assignee (which shall result in a direct reduction to the Commitment of the
assigning Lender) and of the other Lenders, and (iii) upon surrender of the old
Notes the Borrower will, at its own expense, issue new Notes to the respective
assignee and to the assigning Lender in conformity with the requirements of
Section 1.05, PROVIDED FURTHER, that such transfer or assignment will not become
effective until recorded by the Administrative Agent on the Lender Register
pursuant to Section 11.16. To the extent of any assignment pursuant to this
Section 11.04(b) to a Person which is not already a Lender hereunder and which
is not a United States Person (as such term is defined in Section 7701 (a)(30)
of the Code) for Federal income tax purposes, the respective assignee Lender