FairPoint Communications 2002 Annual Report Download - page 320

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-3
C TERM NOTE - FIXED RATE
$____________ New York, New York
______ __, ____
FOR VALUE RECEIVED, FAIRPOINT COMMUNICATIONS, INC. (f/k/a MJD
Communications, Inc.), a Delaware corporation (the "BORROWER"), hereby promises
to pay to the order of CoBank, ACB (the "LENDER"), in lawful money of the United
States of America in immediately available funds, at the Payment Office (as
defined in the Agreement referred to below) initially located at 31 West 52nd
Street, New York, New York 10019, the principal sum of ___________ DOLLARS
($__________), which aggregate amount shall be payable as provided on Schedule I
hereto. Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Agreement referred to below.
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 of this Note. All payments of principal,
interest and all other amounts due under this Note shall be made in the manner
provided in Section 3.03 of the Agreement referred to below.
This Note is one of the C Term Notes-Fixed 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-Fixed Rate (as defined in
the Original Credit Agreement) issued to such Lender. This Note is secured
equally and ratably with all other Notes issued pursuant to the Agreement and is
subject to voluntary prepayment as set forth in Section 2 below.
In case an Event of Default shall occur and be continuing, the principal of
and accrued interest on this Note may be declared to be or become due and
payable in the manner and with the effect provided in the Agreement.
SECTION 1. INTEREST. During the period commencing on the Restatement
Effective Date and ending on the FRE Date identified on Schedule I hereto (the
"FIXED RATE PERIOD"), interest shall accrue on the unpaid principal amount of
this Note at a rate of _________ percent (_____%) per annum and shall be payable
quarterly in arrears on the last Business Day of each March, June, September and
December commencing on March 31, 2003 and on any prepayment, at maturity
(whether by acceleration or otherwise) and, after such maturity, on demand. From
and after the FRE Date, interest shall be payable on this Note as provided in
the Agreement for Eurodollar Loans and/or Base Rate Loans as the Loans evidenced
hereby shall be maintained from time to time.