FairPoint Communications 2002 Annual Report Download - page 370

credit decisions in taking or not taking action under the Credit Agreement; (iv)
appoints and authorizes the Administrative Agent, the Syndication Agent, the
Documentation Agent and the Collateral Agent to take such action as agent on its
behalf and to exercise such powers under the Credit Agreement and the other
Credit Documents as are delegated to the Administrative Agent, the Syndication
Agent, the Documentation Agent or the Collateral Agent, as the case may be, by
the terms thereof, together with such powers as are reasonably incidental
thereto; (v) makes the representations and warranties required to be made by the
Assignee under Section 11.04(d) of the Credit Agreement; [and] (vi) agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of the Credit Agreement are required to be performed by it as a Lender
[; and (viii) attaches the forms described in Section 11.04(b) of the Credit
Agreement].(9)
4. Following the execution of this Assignment Agreement by the
Assignor and the Assignee, an executed original hereof (together with all
attachments) will be delivered to the Administrative Agent. The effective date
of this Assignment Agreement shall be (x) the date upon which all of the
following conditions have been satisfied: (i) the execution hereof by the
Assignor and the Assignee, (ii) to the extent required by Section 11.04(b) of
the Credit Agreement, the consent hereto by the Administrative Agent and the
Borrower (which consent, in either case, shall not be unreasonably withheld or
delayed), (iii) the receipt by the Administrative Agent of the assignment fee
referred to in Section 11.04(b) of the Credit Agreement and (iv) the recordation
of the assignment effected hereby by the Administrative Agent in the Lender
Register as provided in Section 11.16 of the Credit Agreement or (y) such later
date as is otherwise specified in Item 5 of Annex I hereto (the "SETTLEMENT
DATE").
5. Upon the delivery of a fully executed original hereof to the
Administrative Agent, as of the Settlement Date, (i) the Assignee shall be a
party to the Credit Agreement and, to the extent provided in this Assignment
Agreement, have the rights and obligations of a Lender thereunder and under the
other Credit Documents and (ii) the Assignor shall, to the extent provided in
this Assignment Agreement, relinquish its rights and be released from its
obligations under the Credit Agreement and the other Credit Documents.
6. It is agreed that upon the effectiveness hereof, the Assignee
shall be entitled to (x) all interest on the Assigned Share of the A Term Loans,
C Term Loans-Floating Rate, C Term Loans-Fixed Rate and/or RF Loans at the rates
specified in Item 6 of Annex I and (y) all Commitment Commission (if applicable)
on the Assigned Share of the Total Revolving Commitment at the rate specified in
Item 7 of Annex I which, in each case, accrues on and after the Settlement Date,
such interest and, if applicable, Commitment Commission, to be paid by the
Administrative Agent, upon receipt thereof from the Borrower, directly to the
Assignee. It is
----------
(9) Include if the Assignee is organized under the laws of a jurisdiction
outside the United States.
EXHIBIT I
Page 3
further agreed that all payments of principal made by the Borrower on the
Assigned Share of the A Term Loans, C Term Loans-Floating Rate, C Term
Loans-Fixed Rate and/or RF Loans which occur on and after the Settlement Date
will be paid directly by the Administrative Agent to the Assignee. Upon the
Settlement Date, the Assignee shall pay to the Assignor an amount specified by
the Assignor in writing which represents the Assignee's Assigned Share of the
principal amount of the A Term Loans, C Term Loans-Floating Rate, C Term
Loans-Fixed Rate and/or RF Loans which are outstanding on the Settlement Date,
net of any closing costs. The Assignor and the Assignee shall make all
appropriate adjustments in payments under the Credit Agreement for periods prior
to the Settlement Date directly between themselves.