FairPoint Communications 2002 Annual Report Download - page 369

EXHIBIT I
FORM OF ASSIGNMENT AGREEMENT
DATE: _________, ___
Reference is made to the Credit Agreement described in Item 2 of Annex
I annexed hereto (as such Credit Agreement may hereafter be further amended,
amended and restated, modified or supplemented from time to time, the "CREDIT
AGREEMENT"). Unless defined in Annex I attached hereto, terms defined in the
Credit Agreement are used herein as therein defined. _______________ (the
"ASSIGNOR") and ________________ (the "ASSIGNEE") hereby agree as follows:
1. The Assignor hereby sells and assigns to the Assignee without
recourse and without representation or warranty (other than as expressly
provided herein), and the Assignee hereby purchases and assumes from the
Assignor, that interest in and to all of the Assignor's rights and obligations
under the Credit Agreement as of the date hereof which represents the percentage
interest specified in Item 4 of Annex I (the "ASSIGNED SHARE") of all of the
outstanding rights and obligations under the Credit Agreement relating to the
Facilities indicated in Item 4 of Annex I, including, without limitation, (w) in
the case of any assignment of outstanding A Term Loans, all rights and
obligations with respect to the Assigned Share of all then outstanding A Term
Loans, (x) in the case of any assignment of outstanding C Term Loans-Floating
Rate, all rights and obligations with respect to the Assigned Share of all then
outstanding C Term Loans, (y) in the case of any assignment of outstanding C
Term Loans-Fixed Rate, all rights and obligations with respect to the Assigned
Share of all then outstanding C Term Loans-Fixed Rate and (z) in the case of any
assignment of all or any portion of the Total Revolving Commitment, all rights
and obligations with respect to the Assigned Share of the Total Revolving
Commitment and of all then outstanding RF Loans. After giving effect to such
sale and assignment, the Assignee's Revolving Commitment and the amount of the
outstanding A Term Loans, C Term Loans-Floating Rate and C Term Loans-Fixed Rate
owing to the Assignee will be as set forth in Item 4 of Annex I hereto.
2. The Assignor (i) represents and warrants that it is the legal
and beneficial owner of the interest being assigned by it hereunder and that
such interest is free and clear of any liens or security interests; (ii) makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the other Credit Documents or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or the other Credit Documents or any other instrument or document
furnished pursuant thereto; and (iii) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower or any of its Subsidiaries or the performance or observance by the
Borrower or any other Credit Party of any of its obligations under the Credit
Agreement or the other Credit Documents or any other instrument or document
furnished pursuant thereto.
3. The Assignee (i) represents and warrants that it is duly
authorized to enter into and perform the terms of this Assignment Agreement;
(ii) confirms that it has received a copy of the Credit Agreement and the other
Credit Documents, together with copies of the financial statements referred to
therein and such other documents and information as it has
EXHIBIT I
Page 2
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment Agreement; (iii) agrees that it will, independently and without
reliance upon the Administrative Agent, the Syndication Agent, the Documentation
Agent, the Assignor or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own