FairPoint Communications 2002 Annual Report Download - page 429

SECTION 3. APPLICATION OF MANDATORY PREPAYMENTS. All mandatory prepayments
of Term Loans required pursuant to Section 3.02(A)(c) through (g) of the
Agreement that are to be applied to the C Term Loans-Fixed Rate (x) will first
be applied to those C Term Loans-Fixed Rate as to which the FRE Date has
occurred (all in accordance with the Agreement) and (y) to the extent (after
giving effect to all payments under clause (x)) such prepayments are to be
applied to C Term Loans-Fixed Rate as to which the FRE Date has not occurred,
such prepayment amount shall, unless otherwise agreed by the Borrower and the
Lender, be allocated among the outstanding principal amounts of such C Term
Loans-Fixed Rate, as determined by the Lender. To the extent any such prepayment
is applied to the outstanding principal balance of this Note during the Fixed
Rate Period, a Surcharge shall be payable in connection with such prepayment.
SECTION 4. APPLICATION OF SCHEDULED REPAYMENTS. Each Scheduled Repayment of
C Term Loans-Fixed Rate made by the Borrower shall be allocated to this Note in
accordance with the repayment schedule set forth on Schedule I hereto.
SECTION 5. WAIVER. The Borrower hereby waives presentment, demand, protest
or notice of any kind in connection with this Note.
SECTION 6. GOVERNING LAW. 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
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Name:
Title: