C Term Note - Floating Rate between FairPoint Communications, Inc. and Lender

Summary

This agreement is a promissory note in which FairPoint Communications, Inc. promises to repay a loan to a lender, with interest, under the terms set out in a related credit agreement. The note specifies the amount borrowed, the interest rate, and the repayment schedule, and is secured by a pledge agreement. The loan must be repaid by the final maturity date, but may be prepaid or repaid early under certain conditions. If FairPoint defaults, the lender can demand immediate repayment. The agreement is governed by New York law.

EX-10.15 12 a2105878zex-10_15.txt EXHIBIT 10.15 Exhibit 10.15 C TERM NOTE - FLOATING RATE $___________ New York, New York ______ __, _____ FOR VALUE RECEIVED, FAIRPOINT COMMUNICATIONS, INC. (f/k/a MJD Communications, Inc.), a Delaware corporation (the "BORROWER"), hereby promises to pay to the order of ________________________________ (the "LENDER"), in lawful money of the United States of America in immediately available funds, at the Payment Office (as defined in the Agreement referred to below) initially located at 31 West 52nd Street, New York, New York 10019, on the Final Maturity Date (as defined in the Agreement) the principal sum of ________________________________ ($_________) or, if less, the then unpaid principal amount of all C Term Loans-Floating Rate (as defined in the Agreement referred to below) made by the Lender pursuant to the Agreement. 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 1.08 of the Agreement. This Note is one of the C Term Notes-Floating 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 secured pursuant to the Pledge Agreement (as defined in the Agreement). As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the Final Maturity Date in whole or in part. In case an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. 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: