FairPoint Communications 2002 Annual Report Download - page 318

though made on such date, unless stated to relate to a specific earlier
date, in which case such representations and warranties shall be true and
correct in all material respects as of such earlier date; and
(B) no Default or Event of Default has occurred and is continuing,
or would result from such Proposed Borrowing or from the application of the
proceeds thereof.
Very truly yours,
FAIRPOINT COMMUNICATIONS, INC.
(f/k/a MJD Communications, Inc.)
By:
-------------------------------
Name:
Title:
----------
(2) To be included for a Proposed Borrowing of Eurodollar Loans.
EXHIBIT B-1
FORM OF A TERM NOTE
$________ New York, New York
_________ ___, ____
FOR VALUE RECEIVED, FAIRPOINT COMMUNICATIONS, INC. (f/k/a MJD
Communications, Inc.), a Delaware corporation (the "BORROWER"), hereby promises
to pay to the order of____________________ (the "LENDER"), in lawful money of
the United States of America in immediately available funds, at the Payment
Office (as defined in the Agreement referred to below) initially located at 31
West 52nd Street, New York, New York 10019, on the Final Maturity Date (as
defined in the Agreement) the principal sum of ___________ DOLLARS ($______) or,
if less, the then unpaid principal amount of all A Term Loans (as defined in the
Agreement referred to below) made by the Lender pursuant to the Agreement.
The Borrower also promises to pay interest on the unpaid principal amount
hereof in like money at said office from the date hereof until paid at the rates
and at the times provided in Section 1.08 of the Agreement.
This Note is one of the A Term Notes referred to in the Credit Agreement,
dated as of March 30, 1998 and amended and restated as of March 6, 2003, among
the Borrower, the lenders from time to time party thereto (including the
Lender), Bank of America, N.A., as Syndication Agent, Wachovia Bank, N.A., as
Documentation Agent, and Deutsche Bank Trust Company Americas (f/k/a Bankers
Trust Company), as Administrative Agent (as so amended and restated and as the
same may be further amended, amended and restated, modified or supplemented from
time to time, the "AGREEMENT"), and is entitled to the benefits thereof and of
the other Credit Documents (as defined in the Agreement). This Note is secured
pursuant to the Pledge Agreement (as defined in the Agreement). As provided in
the Agreement, this Note is subject to voluntary prepayment and mandatory
repayment prior to the Final Maturity Date, in whole or in part.
In case an Event of Default (as defined in the Agreement) shall occur and
be continuing, the principal of and accrued interest on this Note may be
declared to be due and payable in the manner and with the effect provided in the
Agreement.
The Borrower hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.