FairPoint Communications 2002 Annual Report Download - page 319

EXHIBIT B-1
Page 2
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW
OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
FAIRPOINT COMMUNICATIONS, INC.
(f/k/a MJD Communications, Inc.)
By:
---------------------------------
Name:
Title:
EXHIBIT B-2
FORM OF C TERM NOTE-FLOATING RATE
$_______ New York, New York
_________ ___, ____
FOR VALUE RECEIVED, FAIRPOINT COMMUNICATIONS, INC. (f/k/a MJD
Communications, Inc.), a Delaware corporation (the "BORROWER"), hereby promises
to pay to the order of__________________ (the "LENDER"), in lawful money of the
United States of America in immediately available funds, at the Payment Office
(as defined in the Agreement referred to below) initially located at 31 West
52nd Street, New York, New York 10019, on the Final Maturity Date (as defined in
the Agreement) the principal sum of ___________ DOLLARS ($_______) or, if less,
the then unpaid principal amount of all C Term Loans-Floating Rate (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 C Term Notes-Floating Rate 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 issued in substitution and not in exchange for the C
Term Note-Floating Rate (as defined in the Original Credit Agreement) issued to
such Lender. 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.
EXHIBIT B-2
Page 2