FairPoint Communications 2004 Annual Report Download - page 235

to such issuance of Permitted Senior Unsecured Notes or Permitted Junior Capital, as the case may be, and (vi) the Borrower shall have furnished to the
Administrative Agent a certificate from an Authorized Officer certifying as to compliance with the requirements of preceding clauses (i), (ii), (iii), (iv) and (v)
and containing the calculations required by preceding clauses (ii), (iii) and (iv), as applicable.
(d) On the Reinvestment Prepayment Date with respect to a Reinvestment Election, an amount equal to the Reinvestment Prepayment
Amount, if any, for such Reinvestment Election shall be applied as a repayment of the principal amount of the then outstanding B Term Loans.
(e) On the date of delivery of each Quarterly Compliance Certificate pursuant to Section 6.01(e) demonstrating that the Leverage Ratio
as at the last day of the fiscal quarter of the Borrower covered by such Quarterly Compliance Certificate is greater than 5.00:1.00 (or, if the Borrower shall
have failed to deliver a Quarterly Compliance Certificate as required by Section 6.01(e) with respect to any fiscal quarter of the Borrower, on the date of the
required delivery of a Quarterly Compliance Certificate for such fiscal quarter pursuant to said Section), an amount equal to 50% of the increase, if any, in
Cumulative Distributable Cash during such fiscal quarter shall be applied as a mandatory repayment of principal of the then outstanding B Term Loans;
provided that, so long as (x) no Default or Event of Default exists at the time of the required mandatory repayment pursuant to this clause (e) and (y) no
Dividend Suspension Period existed during the fiscal quarter of the Borrower ended immediately prior to such fiscal quarter, the Borrower shall not be so
required to repay B Term Loans as otherwise required by this clause (e); provided however, that if the Borrower is subsequently prohibited from paying
Dividends on the Borrower Common Stock during the fiscal quarter of the Borrower immediately succeeding such fiscal quarter as a result of the existence of
a Dividend Suspension Period, a Default or an Event of Default, a mandatory repayment of B Term Loans shall be required within 60 days after the last day
of such immediately succeeding fiscal quarter in the amount originally required by this clause (e) for the respective prior fiscal quarter (determined without
regard to this and the immediately preceding proviso).
(f) To the extent not theretofore repaid pursuant to the provisions of this Agreement, (i) all outstanding RF Loans and Swingline
Loans shall be repaid in full upon the termination of the Total Revolving Commitment, (ii) all outstanding B Term Loans and RF Loans shall be repaid in full
on the relevant Maturity Date therefor, (iii) all outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date and (iv) all outstanding B
Term Loans shall be repaid in full on the date a Change of Control occurs.
(B) Application:
With respect to each prepayment of Loans required by Section 3.02(A), the Borrower may designate the Types of Loans which are to be
prepaid and the specific Borrowing(s) under the affected Facility pursuant to which made, provided that (i) if any prepayment of Eurodollar Loans made
pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing
Amount for such Borrowing, such Borrowing shall be immediately converted into Base Rate Loans; (ii) except for the differing treatments of Defaulting
Lenders and Non-Defaulting Lenders
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