Common use of Issuance of New Notes Clause in Contracts

Issuance of New Notes. Upon the ADMINISTRATIVE AGENT’S receipt of an LENDER ASSIGNMENT executed by an assigning LENDER and an ELIGIBLE ASSIGNEE together with any NOTE subject to such LENDER ASSIGNMENT and the written consent to such LENDER ASSIGNMENT, the ADMINISTRATIVE AGENT shall, if such LENDER ASSIGNMENT has been completed and is substantially in the form of Exhibit 10.1.2.(c): (a) accept such LENDER ASSIGNMENT; (b) record the information contained therein in the REGISTER; (c) give prompt notice thereof to the LENDERS and the BORROWER; and (d) promptly deliver a copy of such LENDER ASSIGNMENT to each of the LENDERS and the BORROWER. Within three (3) BUSINESS DAYS after receipt of notice, the BORROWER shall execute and deliver to the ADMINISTRATIVE AGENT, in exchange for the surrendered NOTE, a new NOTE to the order of such ELIGIBLE ASSIGNEE in amounts equal to the COMMITMENT PERCENTAGE assumed by it pursuant to such LENDER ASSIGNMENT and a new NOTE to the order of the assigning LENDER in an amount equal to the COMMITMENT PERCENTAGE retained by the assigning LENDER. Such new NOTE shall be in an aggregate principal amount equal to the aggregate principal amount of each surrendered NOTE, shall be dated the effective date of such LENDER ASSIGNMENT and shall otherwise be in substantially the form of the assigned NOTE delivered to the assigning LENDER. Each surrendered NOTE shall be canceled and returned to the BORROWER. The BORROWER expressly acknowledges that the cancellation of any NOTE and the replacement of any NOTE in accordance with this provision shall not constitute or be deemed to be a refinancing or a novation of any of the OBLIGATIONS.

Issuance of New Notes. Upon the ADMINISTRATIVE AGENT’S its receipt of an LENDER ASSIGNMENT Assignment and Acceptance executed by an assigning LENDER Lender and an ELIGIBLE ASSIGNEE a Purchasing Lender together with any NOTE Note or Notes (if applicable) subject to such LENDER ASSIGNMENT assignment and (if applicable) the written consent to such LENDER ASSIGNMENTassignment, the ADMINISTRATIVE AGENT Administrative Agent shall, if such LENDER ASSIGNMENT Assignment and Acceptance has been completed and is substantially in the form of Exhibit 10.1.2.(c): G: (ai) accept such LENDER ASSIGNMENT; Assignment and Acceptance; (bii) record the information contained therein in the REGISTER; Register; (ciii) give prompt notice thereof to the LENDERS Lenders and the BORROWERBorrower; and and (div) promptly deliver a copy of such LENDER ASSIGNMENT Assignment and Acceptance to each of the LENDERS and the BORROWERBorrower. Within three five (35) BUSINESS DAYS Business Days after receipt of notice, the BORROWER Borrower shall execute and deliver to the ADMINISTRATIVE AGENTAdministrative Agent, in exchange for the surrendered NOTENote or Notes, a new NOTE Note or Notes to the order of such ELIGIBLE ASSIGNEE Purchasing Lender (to the extent requested thereby) in amounts equal to the COMMITMENT PERCENTAGE Revolving Credit Commitment and/or Term Loan Commitment assumed by it pursuant to such LENDER ASSIGNMENT Assignment and Acceptance and a new NOTE Note or Notes to the order of the assigning LENDER Lender (to the extent requested thereby) in an amount equal to the COMMITMENT PERCENTAGE Revolving Credit Commitment and/or Term Loan Commitment retained by the assigning LENDERit hereunder. Such new NOTE Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of each such surrendered NOTENote or Notes, shall be dated the effective date of such LENDER ASSIGNMENT Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NOTE Notes delivered to the assigning LENDERLender. Each surrendered NOTE Note or Notes shall be canceled and returned to the BORROWERBorrower. The BORROWER expressly acknowledges that Notwithstanding anything in this Agreement to the cancellation contrary, any Lender which has not been issued a Note or Notes hereunder may at any time deliver a written request for a Note or Notes to the Administrative Agent and Borrower. Within five (5) Business Days after receipt of any NOTE notice, the Borrower shall execute and deliver to the replacement Administrative Agent, a Note or Notes (as applicable) to the order of any NOTE such Lender in accordance with this provision amounts equal to the Revolving Credit Commitment and/or Term Loan Commitment of such Lender. Upon receipt thereby, the Administrative Agent shall not constitute promptly deliver such Note or be deemed Notes to be a refinancing or a novation of any of the OBLIGATIONSsuch Lender.

Issuance of New Notes. Upon the ADMINISTRATIVE AGENT’S receipt effective date of an LENDER ASSIGNMENT executed by an assigning LENDER each increase in the Total Commitment pursuant to this §2.8, (i) the Agent may unilaterally revise Schedule 1.1 to reflect the name and an ELIGIBLE ASSIGNEE together with any NOTE subject to address, Commitment and Commitment Percentage of each Lender following such LENDER ASSIGNMENT increase and the written consent to such LENDER ASSIGNMENT, the ADMINISTRATIVE AGENT shall, if such LENDER ASSIGNMENT has been completed and is substantially in the form of Exhibit 10.1.2.(c): (a) accept such LENDER ASSIGNMENT; (b) record the information contained therein in the REGISTER; (c) give prompt notice thereof to the LENDERS and the BORROWER; and (d) promptly deliver a copy of such LENDER ASSIGNMENT to each of the LENDERS and the BORROWER. Within three (3) BUSINESS DAYS after receipt of notice, the BORROWER Borrower shall execute and deliver to the ADMINISTRATIVE AGENTAgent new Revolving Credit Notes for each Lender whose Commitment has changed so that the principal amount of such Lender’s Revolving Credit Note shall equal its Commitment, and (ii) the Swing Loan Commitment shall automatically increase to the lesser of (A) an amount equal to ten percent (10%) of the new Total Commitment and (B) the Commitment of the Swing Loan Lender, and the Borrower shall execute and deliver to the Agent a new Swing Loan Note for the Swing Loan Lender so that the principal amount of Swing Loan Note shall equal the Swing Loan Commitment. The Agent shall deliver such replacement Revolving Credit Note and/or Swing Loan Note, as applicable, to the respective Lenders in exchange for the Revolving Credit Notes and/or Swing Loan Note replaced thereby which shall be surrendered NOTE, a new NOTE to the order of by such ELIGIBLE ASSIGNEE in amounts equal to the COMMITMENT PERCENTAGE assumed by it pursuant to such LENDER ASSIGNMENT and a new NOTE to the order of the assigning LENDER in an amount equal to the COMMITMENT PERCENTAGE retained by the assigning LENDERLenders. Such new NOTE Revolving Credit Notes and/or Swing Loan Note, as applicable, shall be in an aggregate principal amount equal to provide that they are replacements for the aggregate principal amount of each surrendered NOTERevolving Credit Notes and/or Swing Loan Note, as applicable, and that they do not constitute a novation, shall be dated as of the effective date of such LENDER ASSIGNMENT Commitment Increase Date and shall otherwise be in substantially the form of the assigned NOTE delivered replaced Revolving Credit Notes and/or Swing Loan Note, as applicable. In connection with the issuance of any new Revolving Credit Notes and/or Swing Loan Note, as applicable, pursuant to this §2.8(c), the Borrower shall deliver an opinion of counsel, addressed to the assigning LENDERLenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and/or Swing Loan Note, as applicable, and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the closing of this Agreement. Each The surrendered NOTE Revolving Credit Notes and/or Swing Loan Note, as applicable, shall be canceled and returned to the BORROWER. The BORROWER expressly acknowledges that the cancellation of any NOTE and the replacement of any NOTE in accordance with this provision shall not constitute or be deemed to be a refinancing or a novation of any of the OBLIGATIONSBorrower.

Issuance of New Notes. Upon the ADMINISTRATIVE AGENT’S its receipt of an LENDER ASSIGNMENT Assignment and Acceptance executed by an assigning LENDER Lender and an ELIGIBLE ASSIGNEE a Purchasing Lender together with any NOTE Note or Notes (if applicable) subject to such LENDER ASSIGNMENT assignment and (if applicable) the written consent to such LENDER ASSIGNMENTassignment, the ADMINISTRATIVE AGENT Administrative Agent shall, if such LENDER ASSIGNMENT Assignment and Acceptance has been completed and is substantially in the form of Exhibit 10.1.2.(c): H: (ai) accept such LENDER ASSIGNMENT; Assignment and Acceptance; (bii) record the information contained therein in the REGISTER; Register; (ciii) give prompt notice thereof to the LENDERS applicable Lenders and the BORROWERBorrower; and and (div) promptly deliver a copy of such LENDER ASSIGNMENT Assignment and Acceptance to each of the LENDERS and the BORROWERBorrower. Within three five (35) BUSINESS DAYS Business Days after receipt of notice, the BORROWER Borrower shall execute and deliver to the ADMINISTRATIVE AGENTAdministrative Agent, in exchange for the surrendered NOTENote or Notes, a new NOTE Note or Notes to the order of such ELIGIBLE ASSIGNEE Purchasing Lender (to the extent requested thereby) in amounts equal to the COMMITMENT PERCENTAGE Revolving Credit Commitment and/or Term Loan Commitment assumed by it pursuant to such LENDER ASSIGNMENT Assignment and Acceptance and a new NOTE Note or Notes to the order of the assigning LENDER Lender (to the extent requested thereby) in an amount equal to the COMMITMENT PERCENTAGE Revolving Credit Commitment and/or Term Loan Commitment retained by the assigning LENDERit hereunder. Such new NOTE Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of each such surrendered NOTENote or Notes, shall be dated the effective date of such LENDER ASSIGNMENT Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NOTE Notes delivered to the assigning LENDERLender. Each surrendered NOTE Note or Notes shall be canceled and returned to the BORROWERBorrower. The BORROWER expressly acknowledges that Notwithstanding anything in this Agreement to the cancellation of contrary, any NOTE Lender which has not been issued a Note or Notes hereunder may at any time deliver a written request for a Note or Notes to the Administrative Agent and the replacement Borrower. Within five (5) Business Days after receipt of any NOTE notice, the Borrower shall execute and deliver to the Administrative Agent, a Note or Notes (as applicable) to the order of such Lender in accordance with this provision amounts equal to the Revolving Credit Commitment and/or Term Loan Commitment of such Lender. Upon receipt thereby, the Administrative Agent shall not constitute promptly deliver such Note or be deemed Notes to be a refinancing or a novation of any of the OBLIGATIONSsuch Lender.

Issuance of New Notes. On the Effective Date, the Senior Notes will be canceled and the holders of the Senior Note Claims will receive New Notes which will be issued by the Reorganized Debtor pursuant to the New Notes Loan Agreement. Plan § 7.2. Under the New Notes Loan Agreement, which will be entered on the Effective Date by the Reorganized Debtor, Wilmington Trust, National Association, as administrative agent and collateral agent (“Agent”) and each holder of a Senior Note Claim (each defined therein as a “Lender”) each such Lender will be deemed to have made a term loan to the Reorganized Debtor in the amount set forth on Appendix A to the New Notes Loan Agreement (each a “Term Loan”). The Debtor has agreed to secure all of its obligations under the New Notes Loan Agreement by granting the Agent, liens on substantially all of the Reorganized Debtor’s assets for the benefit of the Lenders. Certain of the Debtor’s subsidiaries will guarantee the Reorganized Debtor’s obligations under the New Notes Loan Agreement and will grant the Agent liens on certain of the guarantor’s assets. If requested by a Lender two days prior to the Effective Date, the Reorganized Debtor will deliver a promissory note to evidence such Lender’s Term Loan. Each Term Loan will bear interest at 7% per annum on the unpaid principal amount from the Effective Date through repayment; provided that prior to March 31, 2013 the accrued interest shall be capitalized with and added to the principal amount of the Term Loan and thereafter it shall either continue to be capitalized or, to the extent the Reorganized Debtor meets certain ratio set forth in the New Notes Loan Agreement, the accrued interest will have to be paid in cash. Upon the ADMINISTRATIVE AGENT’S receipt occurrence and during the continuance of an LENDER ASSIGNMENT executed by an assigning LENDER and an ELIGIBLE ASSIGNEE together with any NOTE subject to such LENDER ASSIGNMENT and the written consent to such LENDER ASSIGNMENT, the ADMINISTRATIVE AGENT shall, if such LENDER ASSIGNMENT has been completed and is substantially event of default (as defined in the form New Notes Loan Agreement), interest will be payable on demand at a rate that is 2% per annum in excess of Exhibit 10.1.2.(c): the interest rate otherwise payable. The principal amounts of each Term Loan will be repaid in consecutive installments and at a final maturity in the aggregate amounts set forth in the New Notes Loan Agreement. Subject to certain exceptions, all amounts owed with respect to the Term Loans shall be paid in full no later than the earlier of (a) accept such LENDER ASSIGNMENT; the sixth anniversary of the Effective Date and (b) record the information contained therein date on which all Term Loans shall become due and payable in full under the REGISTER; (c) give prompt notice thereof to the LENDERS and the BORROWER; and (d) promptly deliver a copy of such LENDER ASSIGNMENT to each of the LENDERS and the BORROWERNew Notes Loan Agreement, whether by acceleration or otherwise. Within three (3) BUSINESS DAYS after receipt of notice, the BORROWER shall execute and deliver to the ADMINISTRATIVE AGENT, in exchange for the surrendered NOTE, a new NOTE to the order of such ELIGIBLE ASSIGNEE in amounts equal to the COMMITMENT PERCENTAGE assumed by it pursuant to such LENDER ASSIGNMENT and a new NOTE to the order of the assigning LENDER in an amount equal to the COMMITMENT PERCENTAGE retained by the assigning LENDER. Such new NOTE shall be The Reorganized Debtor may prepay any Term Loan in an aggregate principal amount equal of $1 million and integral multiples of $50,000 in excess of that amount. The Reorganized Debtor must prepay the Term Loans, subject to the aggregate principal amount terms and conditions in the New Notes Loan Agreement, upon the receipt by the Reorganized Debtor or its subsidiaries of each surrendered NOTEany net proceeds from the sale of assets, shall be dated net proceeds from a casualty insurance policy, or cash proceeds from the effective date incurrence of such LENDER ASSIGNMENT any indebtedness, or the occurrence of a change in control, as is more completely specified in the New Notes Loan Agreement. The New Notes Loan Agreement also contains additional terms, conditions and shall otherwise be in substantially covenants, including a liquidity covenant, some of which are typical Of this type of secured notes and others of which have been specifically negotiated between the form company and the holders of the assigned NOTE delivered to the assigning LENDER. Each surrendered NOTE shall be canceled and returned to the BORROWER. The BORROWER expressly acknowledges that the cancellation of any NOTE and the replacement of any NOTE in accordance with this provision shall not constitute or be deemed to be a refinancing or a novation of any of the OBLIGATIONSSenior Note Claims.

Issuance of New Notes. Upon the ADMINISTRATIVE AGENT’S its receipt of an LENDER ASSIGNMENT Assignment and Assumption executed by an assigning LENDER Lender and another Lender, an ELIGIBLE ASSIGNEE Approved Fund, an Affiliate of a Lender or an Eligible Assignee together with any NOTE Note or Notes (if applicable) subject to such LENDER ASSIGNMENT assignment and (if applicable) the written consent to such LENDER ASSIGNMENTassignment, the ADMINISTRATIVE AGENT Administrative Agent shall, if such LENDER ASSIGNMENT Assignment and Assumption has been completed and is substantially in the form of Exhibit 10.1.2.(c): G: (ai) accept such LENDER ASSIGNMENT; Assignment and Assumption; (bii) record the information contained therein in the REGISTER; Register; (ciii) give prompt notice thereof to the LENDERS Lenders and the BORROWERCompany; and and (div) promptly deliver a copy of such LENDER ASSIGNMENT Assignment and Assumption to each of the LENDERS and the BORROWERCompany. Within three five (35) BUSINESS DAYS Business Days after receipt of notice, the BORROWER Borrowers shall execute and deliver to the ADMINISTRATIVE AGENTAdministrative Agent, in exchange for the surrendered NOTENote or Notes, a new NOTE Note or Notes to the order of such ELIGIBLE ASSIGNEE Lender, Approved Fund, Affiliate of a Lender or Eligible Assignee (to the extent requested thereby) in amounts equal to the COMMITMENT PERCENTAGE Revolving Credit Commitment assumed by it pursuant to such LENDER ASSIGNMENT Assignment and Assumption and a new NOTE Note or Notes to the order of the assigning LENDER Lender (to the extent requested thereby) in an amount equal to the COMMITMENT PERCENTAGE Revolving Credit Commitment retained by the assigning LENDERit hereunder. Such new NOTE Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of each such surrendered NOTENote or Notes, shall be dated the effective date of such LENDER ASSIGNMENT Assignment and Assumption and shall otherwise be in substantially the form of the assigned NOTE Notes delivered to the assigning LENDERLender. Each surrendered NOTE Note or Notes shall be canceled and returned to the BORROWER. The BORROWER expressly acknowledges that the cancellation of any NOTE and the replacement of any NOTE in accordance with this provision shall not constitute or be deemed to be a refinancing or a novation of any of the OBLIGATIONSCompany.

Issuance of New Notes. Upon the ADMINISTRATIVE AGENT’S its receipt of an LENDER ASSIGNMENT Assignment and Acceptance executed by an assigning LENDER Lender and an ELIGIBLE ASSIGNEE a Purchasing Lender together with any NOTE Note or Notes (if 97 applicable) subject to such LENDER ASSIGNMENT assignment and (if applicable) the written consent to such LENDER ASSIGNMENTassignment, the ADMINISTRATIVE AGENT Administrative Agent shall, if such LENDER ASSIGNMENT Assignment and Acceptance has been completed and is substantially in the form of Exhibit 10.1.2.(c): EXHIBIT G: (ai) accept such LENDER ASSIGNMENT; Assignment and Acceptance; (bii) record the information contained therein in the REGISTER; Register; (ciii) give prompt notice thereof to the LENDERS Lenders and the BORROWERBorrower; and and (div) promptly deliver a copy of such LENDER ASSIGNMENT Assignment and Acceptance to each of the LENDERS and the BORROWERBorrower. Within three five (35) BUSINESS DAYS Business Days after receipt of notice, the BORROWER Borrower shall execute and deliver to the ADMINISTRATIVE AGENTAdministrative Agent, in exchange for the surrendered NOTENote or Notes, a new NOTE Note or Notes to the order of such ELIGIBLE ASSIGNEE Purchasing Lender (to the extent requested thereby) in amounts equal to the COMMITMENT PERCENTAGE Revolving Credit Commitment and/or Term Loan Commitment assumed by it pursuant to such LENDER ASSIGNMENT Assignment and Acceptance and a new NOTE Note or Notes to the order of the assigning LENDER Lender (to the extent requested thereby) in an amount equal to the COMMITMENT PERCENTAGE Revolving Credit Commitment and/or Term Loan Commitment retained by the assigning LENDERit hereunder. Such new NOTE Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of each such surrendered NOTENote or Notes, shall be dated the effective date of such LENDER ASSIGNMENT Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NOTE Notes delivered to the assigning LENDERLender. Each surrendered NOTE Note or Notes shall be canceled and returned to the BORROWERBorrower. The BORROWER expressly acknowledges that Notwithstanding anything in this Agreement to the cancellation contrary, any Lender which has not been issued a Note or Notes hereunder may at any time deliver a written request for a Note or Notes to the Administrative Agent and Borrower. Within five (5) Business Days after receipt of any NOTE notice, the Borrower shall execute and deliver to the replacement Administrative Agent, a Note or Notes (as applicable) to the order of any NOTE such Lender in accordance with this provision amounts equal to the Revolving Credit Commitment and/or Term Loan Commitment of such Lender. Upon receipt thereby, the Administrative Agent shall not constitute promptly deliver such Note or be deemed Notes to be a refinancing or a novation of any of the OBLIGATIONSsuch Lender.

Issuance of New Notes. Upon the ADMINISTRATIVE AGENT’S its receipt of an LENDER ASSIGNMENT Assignment and --------------------- Acceptance executed by an assigning LENDER Lender and an ELIGIBLE ASSIGNEE Eligible Assignee together with any NOTE Revolving Credit Note or Revolving Credit Notes subject to such LENDER ASSIGNMENT assignment and the written consent to such LENDER ASSIGNMENTassignment, the ADMINISTRATIVE AGENT Syndication Agent shall, if such LENDER ASSIGNMENT Assignment and Acceptance has been completed and is substantially in the form of Exhibit 10.1.2.(c): D: --------- (ai) accept such LENDER ASSIGNMENT; Assignment and Acceptance; (bii) record the information contained therein in the REGISTER; Register; (ciii) give prompt notice thereof to the LENDERS Lenders and the BORROWERCompany; and and (div) promptly deliver a copy of such LENDER ASSIGNMENT Assignment and Acceptance to each of the LENDERS and the BORROWERCompany. Within three five (35) BUSINESS DAYS Business Days after receipt of notice, the BORROWER Company shall execute and deliver to the ADMINISTRATIVE AGENTSyndication Agent, in exchange for the surrendered NOTERevolving Credit Note or Revolving Credit Notes, a new NOTE Revolving Credit Note or Revolving Credit Notes to the order of such ELIGIBLE ASSIGNEE Eligible Assignee in amounts equal to the COMMITMENT PERCENTAGE Commitment assumed by it pursuant to such LENDER ASSIGNMENT Assignment and Acceptance and a new NOTE Revolving Credit Note or Revolving Credit Notes to the order of the assigning LENDER Lender in an amount equal to the COMMITMENT PERCENTAGE Commitment retained by the assigning LENDERit hereunder. Such new NOTE Revolving Credit Note or Revolving Credit Notes shall be in an aggregate principal amount equal to the aggregate principal amount of each such surrendered NOTERevolving Credit Note or Revolving Credit Notes, shall be dated the effective date of such LENDER ASSIGNMENT Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NOTE Revolving Credit Notes delivered to the assigning LENDERLender. Each surrendered NOTE Revolving Credit Note or Revolving Credit Notes shall be canceled and returned to the BORROWER. The BORROWER expressly acknowledges that the cancellation of any NOTE and the replacement of any NOTE in accordance with this provision shall not constitute or be deemed to be a refinancing or a novation of any of the OBLIGATIONSCompany.

Issuance of New Notes. Upon the ADMINISTRATIVE AGENT’S its receipt of an LENDER ASSIGNMENT Assignment and Acceptance executed by an assigning LENDER Lender and an ELIGIBLE ASSIGNEE a Purchasing Lender together with any NOTE Note or Notes (if applicable) subject to such LENDER ASSIGNMENT assignment and (if applicable) the written consent to such LENDER ASSIGNMENTassignment, the ADMINISTRATIVE AGENT Administrative Agent shall, if such LENDER ASSIGNMENT Assignment and Acceptance has been completed and is substantially in the form of Exhibit 10.1.2.(c): G: (ai) accept such LENDER ASSIGNMENT; Assignment and Acceptance; (bii) record the information contained therein in the REGISTER; Register; (ciii) give prompt notice thereof to the LENDERS and the BORROWERBorrower; and and (div) promptly deliver a copy of such LENDER ASSIGNMENT Assignment and Acceptance to each of the LENDERS and the BORROWERBorrower. Within three five (35) BUSINESS DAYS Business Days after receipt of notice, the BORROWER Borrower shall execute and deliver to the ADMINISTRATIVE AGENTAdministrative Agent, in exchange for the surrendered NOTENote or Notes, a new NOTE Note or Notes to the order of such ELIGIBLE ASSIGNEE the Purchasing Lender (to the extent requested thereby) in amounts equal to the COMMITMENT PERCENTAGE Revolving Credit Commitment or the Term Loan Commitment, as applicable, assumed by it pursuant to such LENDER ASSIGNMENT Assignment and Acceptance and a new NOTE Note or Notes to the order of the assigning LENDER Lender (to the extent requested thereby) in an amount equal to the COMMITMENT PERCENTAGE Revolving Credit Commitment or the Term Loan Commitment, as applicable, retained by the assigning LENDERit hereunder. Such new NOTE Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of each such surrendered NOTENote or Notes, shall be dated the effective date of such LENDER ASSIGNMENT Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NOTE Notes delivered to the assigning LENDERLender. Each surrendered NOTE Note or Notes shall be canceled and returned to the BORROWERBorrower. The BORROWER expressly acknowledges that Notwithstanding anything in this Agreement to the cancellation of contrary, any NOTE Lender which has not been issued a Note or Notes hereunder may at any time deliver a written request for a Note or Notes to the Administrative Agent and the replacement Borrower. Within five (5) Business Days after receipt of any NOTE notice (unless otherwise agreed to by such Lender), the Borrower shall execute and deliver to the Administrative Agent, a Note or Notes (as applicable) to the order of such Lender in accordance with this provision amounts equal to the Revolving Credit Commitment or the Term Loan Commitment, as applicable, of such Lender. Upon receipt thereby, the Administrative Agent shall not constitute promptly deliver such Note or be deemed Notes to be a refinancing or a novation of any of the OBLIGATIONSsuch Lender.

Issuance of New Notes. Upon the ADMINISTRATIVE AGENT’S its receipt of an LENDER ASSIGNMENT Assignment and Acceptance executed by an assigning LENDER Lender and an ELIGIBLE ASSIGNEE a Purchasing Lender together with any NOTE Note or Notes (if applicable) subject to such LENDER ASSIGNMENT assignment and (if applicable) the written consent to such LENDER ASSIGNMENTassignment, the ADMINISTRATIVE AGENT Administrative Agent shall, if such LENDER ASSIGNMENT Assignment and Acceptance has been completed and is substantially in the form of Exhibit 10.1.2.(c): G: (ai) accept such LENDER ASSIGNMENT; Assignment and Acceptance; (bii) record the information contained therein in the REGISTER; Register; (ciii) give prompt notice thereof to the LENDERS Lenders and the BORROWERBorrower; and and (div) promptly deliver a copy of such LENDER ASSIGNMENT Assignment and Acceptance to each of the LENDERS and the BORROWERBorrower. Within three five (35) BUSINESS DAYS Business Days after receipt of notice, the BORROWER Borrower shall execute and deliver to the ADMINISTRATIVE AGENTAdministrative Agent, in exchange for the surrendered NOTENote or Notes, a new NOTE Note or Notes to the order of such ELIGIBLE ASSIGNEE Purchasing Lender (to the extent requested thereby) in amounts equal to the COMMITMENT PERCENTAGE Commitment assumed by it pursuant to such LENDER ASSIGNMENT Assignment and Acceptance and a new NOTE Note or Notes to the order of the assigning LENDER Lender (to the extent requested thereby) in an amount equal to the COMMITMENT PERCENTAGE Commitment retained by the assigning LENDERit hereunder. Such new NOTE Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of each such surrendered NOTENote or Notes, shall be dated the effective date of such LENDER ASSIGNMENT Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NOTE Notes delivered to the assigning LENDERLender. Each surrendered NOTE Note or Notes shall be canceled and returned to the BORROWERBorrower. The BORROWER expressly acknowledges that Notwithstanding anything in this Agreement to the cancellation of contrary, any NOTE Lender which has not been issued a Note or Notes hereunder may at any time deliver a written request for a Note or Notes to the Administrative Agent and the replacement Borrower. Within five (5) Business Days after receipt of any NOTE notice, the Borrower shall execute and deliver to the Administrative Agent, a Note or Notes (as applicable) to the order of such Lender in accordance with this provision amounts equal to the Commitment of such Lender. Upon receipt thereby, the Administrative Agent shall not constitute promptly deliver such Note or be deemed Notes to be a refinancing or a novation of any of the OBLIGATIONSsuch Lender.

Issuance of New Notes. Upon the ADMINISTRATIVE AGENT’S its receipt of an LENDER ASSIGNMENT Assignment and Acceptance executed by an assigning LENDER Lender and an ELIGIBLE ASSIGNEE a Purchasing Lender together with any NOTE Note or Notes (if applicable) subject to such LENDER ASSIGNMENT assignment and (if applicable) the written consent to such LENDER ASSIGNMENTassignment, the ADMINISTRATIVE AGENT Administrative Agent shall, if such LENDER ASSIGNMENT Assignment and Acceptance has been completed and is substantially in the form of Exhibit 10.1.2.(c): EXHIBIT G: (ai) accept such LENDER ASSIGNMENT; Assignment and Acceptance; (bii) record the information contained therein in the REGISTER; Register; (ciii) give prompt notice thereof to the LENDERS Lenders and the BORROWERBorrower; and and (div) promptly deliver a copy of such LENDER ASSIGNMENT Assignment and Acceptance to each of the LENDERS and the BORROWERBorrower. Within three five (35) BUSINESS DAYS Business Days after receipt of notice, the BORROWER Borrower shall execute and deliver to the ADMINISTRATIVE AGENTAdministrative Agent, in exchange for the surrendered NOTENote or Notes, a new NOTE Note or Notes to the order of such ELIGIBLE ASSIGNEE Purchasing Lender (to the extent requested thereby) in amounts equal to the COMMITMENT PERCENTAGE Revolving Credit Commitment and/or Term Loan Commitment assumed by it pursuant to such LENDER ASSIGNMENT Assignment and Acceptance and a new NOTE Note or Notes to the order of the assigning LENDER Lender (to the extent requested thereby) in an amount equal to the COMMITMENT PERCENTAGE Revolving Credit Commitment and/or Term Loan Commitment retained by the assigning LENDERit hereunder. Such new NOTE Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of each such surrendered NOTENote or Notes, shall be dated the effective date of such LENDER ASSIGNMENT Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NOTE Notes delivered to the assigning LENDERLender. Each surrendered NOTE Note or Notes shall be canceled and returned to the BORROWERBorrower. The BORROWER expressly acknowledges that Notwithstanding anything in this Agreement to the cancellation contrary, any Lender which has not been issued a Note or Notes hereunder may at any time deliver a written request for a Note or Notes to the Administrative Agent and Borrower. Within five (5) Business Days after receipt of any NOTE notice, the Borrower shall execute and deliver to the replacement Administrative Agent, a Note or Notes (as applicable) to the order of any NOTE such Lender in accordance with this provision amounts equal to the Revolving Credit Commitment and/or Term Loan Commitment of such Lender. Upon receipt thereby, the Administrative Agent shall not constitute promptly deliver such Note or be deemed Notes to be a refinancing or a novation of any of the OBLIGATIONSsuch Lender.

Issuance of New Notes. Upon the ADMINISTRATIVE AGENT’S its receipt of an LENDER ASSIGNMENT Assignment and Acceptance executed by an assigning LENDER Lender and an ELIGIBLE ASSIGNEE Eligible Assignee together with any NOTE Note or Notes subject to such LENDER ASSIGNMENT assignment and the written consent to such LENDER ASSIGNMENTassignment, the ADMINISTRATIVE AGENT Administrative Agent shall, if such LENDER ASSIGNMENT Assignment and Acceptance has been completed in accordance with the requirements set forth herein and is substantially in the form of Exhibit 10.1.2.(c): G: (ai) accept such LENDER ASSIGNMENTAssignment and Acceptance; and (bii) record the information contained therein in the REGISTER; Register. Upon the request of any Lender (cincluding any Eligible Assignee that becomes a Lender pursuant to an Assignment and Acceptance) give prompt notice thereof to made through the LENDERS and the BORROWER; and (d) promptly deliver a copy of such LENDER ASSIGNMENT to each of the LENDERS and the BORROWER. Within three (3) BUSINESS DAYS after receipt of noticeAdministrative Agent, the BORROWER Borrowers (at their expense) shall execute and deliver to such Lender (through the ADMINISTRATIVE AGENT, in exchange for the surrendered NOTEAdministrative Agent), a new NOTE to Note or Notes, which shall evidence such Lender's Loans. Each surrendered Note or Notes shall be held by the order of such ELIGIBLE ASSIGNEE Administrative Agent (and not be cancelled, but may be stamped "substituted and replaced" or a similar notation) until all Obligations have been indefeasibly and irrevocably paid and satisfied in amounts equal to full. To the COMMITMENT PERCENTAGE assumed by it pursuant to such LENDER ASSIGNMENT extent any Note is surrendered and a new NOTE Note is not issued in respect of the Obligations represented by such surrendered Note, this Agreement and the Register shall serve to evidence the Obligations of the Borrowers to the order applicable Lender(s) in respect of such surrendered Note. The issuance of a new Note or Notes in substitution of the assigning LENDER in an amount equal to the COMMITMENT PERCENTAGE retained by the assigning LENDERNote or Notes previously issued shall not comprise a novation or cancellation of indebtedness. Such new NOTE shall be in an aggregate principal amount equal to the aggregate principal amount of each surrendered NOTE, shall be dated the effective date of such LENDER ASSIGNMENT and shall otherwise be in substantially the form In furtherance of the assigned NOTE delivered foregoing, each Note issued to a Person that was a Lender hereunder but that is no longer a Lender hereunder pursuant to an assignment of all of its interests hereunder (whether pursuant to one or more Assignment and Acceptances or otherwise) that was not exchanged for the assigning LENDER. Each surrendered NOTE issuance of a replacement Note or Notes shall be canceled and returned to the BORROWER. The BORROWER expressly acknowledges that the cancellation of any NOTE and the replacement of any NOTE in accordance with this provision shall not constitute or be deemed to be a refinancing substituted and replaced (but not cancelled or a novation of any novated) by this Agreement and the Register and, to the extent applicable, the accounts of the OBLIGATIONSLenders created under this Agreement." (f) Exhibit A-4 to the Credit Agreement is amended effective for all Term C Notes issued after this Amendment Effective Date, by adding at the top of the first page above "Term Note C" the following: "This note is one of a series of notes which amend and restate but do not extinguish the obligations under those certain notes executed in connection with that certain Third Amended and Restated Credit Agreement dated as of September 13,2002, and as further amended, amended and restated, supplemented or otherwise modified from time to time, by and among Choice One Communications Inc., as Guarantor, its Subsidiaries, as Borrowers, the Lenders who are or may become party thereto, as Lenders, and Wachovia Investors. Inc., as Administrative Agent and Collateral Agent."

Issuance of New Notes. Upon the ADMINISTRATIVE AGENT’S its receipt of an LENDER ASSIGNMENT Assignment and Acceptance executed by an assigning LENDER Lender and an ELIGIBLE ASSIGNEE a Purchasing Lender together with any NOTE Note or Notes (if applicable) subject to such LENDER ASSIGNMENT assignment and (if applicable) the written consent to such LENDER ASSIGNMENTassignment, the ADMINISTRATIVE AGENT Administrative Agent shall, if such LENDER ASSIGNMENT Assignment and Acceptance has been completed and is substantially in the form of Exhibit 10.1.2.(c): G: (ai) accept such LENDER ASSIGNMENT; Assignment and Acceptance; (bii) record the information contained therein in the REGISTER; Register; (ciii) give prompt notice thereof to the LENDERS Lenders and the BORROWERBorrower; and and (div) promptly deliver a copy of such LENDER ASSIGNMENT Assignment and Acceptance to each of the LENDERS and the BORROWERBorrower. Within three five (35) BUSINESS DAYS Business Days after receipt of notice, the BORROWER Borrower shall execute and deliver to the ADMINISTRATIVE AGENTAdministrative Agent, in exchange for the surrendered NOTENote or Notes, a new NOTE Note or Notes to the order of such ELIGIBLE ASSIGNEE Purchasing Lender (to the extent requested thereby) in amounts equal to the COMMITMENT PERCENTAGE Revolving Credit Commitment and/or Term B Loan Commitment assumed by it pursuant to such LENDER ASSIGNMENT Assignment and Acceptance and a new NOTE Note or Notes to the order of the assigning LENDER Lender (to the extent requested thereby) in an amount equal to the COMMITMENT PERCENTAGE Revolving Credit Commitment and/or Term B Loan Commitment retained by the assigning LENDERit hereunder. Such new NOTE Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of each such surrendered NOTENote or Notes, shall be dated the effective date of such LENDER ASSIGNMENT Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NOTE Notes delivered to the assigning LENDERLender. Each surrendered NOTE Note or Notes shall be canceled and returned to the BORROWERBorrower. The BORROWER expressly acknowledges that Notwithstanding anything in this Agreement to the cancellation of contrary, any NOTE Lender which has not been issued a Note or Notes hereunder may at any time deliver a written request for a Note or Notes to the Administrative Agent and the replacement Borrower. Within five (5) Business Days after receipt of any NOTE notice, the Borrower shall execute and deliver to the Administrative Agent, a Note or Notes (as applicable) to the order of such Lender in accordance with this provision amounts equal to the Revolving Credit Commitment and/or Term B Loan Commitment of such Lender. Upon receipt thereby, the Administrative Agent shall not constitute promptly deliver such Note or be deemed Notes to be a refinancing or a novation of any of the OBLIGATIONSsuch Lender.

Issuance of New Notes. Upon the ADMINISTRATIVE AGENT’S its receipt of an LENDER ASSIGNMENT Assignment and Acceptance executed by an assigning LENDER Lender and an ELIGIBLE ASSIGNEE a Purchasing Lender together with any NOTE Note or Notes (if applicable) subject to such LENDER ASSIGNMENT assignment and the written consent (if applicable) to such LENDER ASSIGNMENTassignment, the ADMINISTRATIVE AGENT Administrative Agent shall, if such LENDER ASSIGNMENT Assignment and Acceptance has been completed and is substantially in the form of Exhibit 10.1.2.(c): G: (ai) accept such LENDER ASSIGNMENT; Assignment and Acceptance; (bii) record the information contained therein in the REGISTER; Register; (ciii) give prompt notice thereof to the LENDERS Lenders and the BORROWERBorrower; and and (div) promptly deliver a copy of such LENDER ASSIGNMENT Assignment and Acceptance to each of the LENDERS and the BORROWERBorrower. Within three five (35) BUSINESS DAYS Business Days after receipt of notice, the BORROWER Borrower shall execute and deliver to the ADMINISTRATIVE AGENTAdministrative Agent, in exchange for the surrendered NOTENote or Notes, a new NOTE Note or Notes to the order of such ELIGIBLE ASSIGNEE Purchasing Lender (to the extent requested thereby) in amounts equal to the COMMITMENT PERCENTAGE Commitment assumed by it pursuant to such LENDER ASSIGNMENT Assignment and Acceptance and a new NOTE Note or Notes to the order of the assigning LENDER Lender (to the extent requested thereby) in an amount equal to the COMMITMENT PERCENTAGE Commitment retained by the assigning LENDERit hereunder. Such new NOTE Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of each such surrendered NOTENote or Notes, shall be dated the effective date of such LENDER ASSIGNMENT Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NOTE Notes delivered to the assigning LENDERLender. Each surrendered NOTE Note or Notes shall be canceled and returned to the BORROWERBorrower. The BORROWER expressly acknowledges that Notwithstanding anything in this Agreement to the cancellation of contrary, any NOTE Lender which has not been issued a Note or Notes hereunder may at any time deliver a written request for a Note or Notes to the Administrative Agent and the replacement Borrower. Within five (5) Business Days after receipt of any NOTE notice, the Borrower shall execute and deliver to the Administrative Agent, a Note or Notes (as applicable) to the order of such Lender in accordance with this provision amounts equal to the Commitment of such Lender. Upon receipt thereby, the Administrative Agent shall not constitute promptly deliver such Note or be deemed Notes to be a refinancing or a novation of any of the OBLIGATIONSsuch Lender.

Issuance of New Notes. Upon the ADMINISTRATIVE AGENT’S its receipt of an LENDER ASSIGNMENT Assignment and Acceptance executed by an assigning LENDER Lender and an ELIGIBLE ASSIGNEE Eligible Assignee together with any NOTE Note or Notes subject to such LENDER ASSIGNMENT assignment and the written consent to such LENDER ASSIGNMENTassignment, the ADMINISTRATIVE AGENT Administrative Agent shall, if such LENDER ASSIGNMENT Assignment and Acceptance has been completed and is substantially in the form of Exhibit 10.1.2.(c): G: (ai) accept such LENDER ASSIGNMENT; Assignment and Acceptance; (bii) record the information contained therein in the REGISTER; Register; (ciii) give prompt notice thereof to the LENDERS Lenders and the BORROWERBorrowers; and and (div) promptly deliver a copy of such LENDER ASSIGNMENT Assignment and Acceptance to each of the LENDERS and the BORROWERBorrowers. Within three five (35) BUSINESS DAYS Business Days after receipt of notice, the BORROWER Borrowers shall execute and deliver to the ADMINISTRATIVE AGENTAdministrative Agent, in exchange for the surrendered NOTENote or Notes, a new NOTE Note or Notes to the order of such ELIGIBLE ASSIGNEE Eligible Assignee in amounts equal to the COMMITMENT PERCENTAGE Revolving Credit Commitment, Term A Loan Commitment and/or Term B Loan Commitment assumed by it pursuant to such LENDER ASSIGNMENT Assignment and Acceptance and a new NOTE Note or Notes to the order of the assigning LENDER Lender in an amount equal to the COMMITMENT PERCENTAGE Revolving Credit Commitment, Term A Loan Commitment and/or Term B Loan Commitment retained by the assigning LENDERit hereunder. Such new NOTE Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of each such surrendered NOTENote or Notes, shall be dated the effective date of such LENDER ASSIGNMENT Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NOTE Notes delivered to the assigning LENDERLender. Each surrendered NOTE Note or Notes shall be canceled and returned to the BORROWER. The BORROWER expressly acknowledges that the cancellation of any NOTE and the replacement of any NOTE in accordance with this provision shall not constitute or be deemed to be a refinancing or a novation of any of the OBLIGATIONSBorrowers.

Issuance of New Notes. Upon the ADMINISTRATIVE AGENT’S its receipt of an LENDER ASSIGNMENT Assignment and --------------------- Acceptance executed by an assigning LENDER Lender and an ELIGIBLE ASSIGNEE a Purchasing Lender together with any NOTE Note or Notes (if applicable) subject to such LENDER ASSIGNMENT assignment and (if applicable) the written consent to such LENDER ASSIGNMENTassignment, the ADMINISTRATIVE AGENT Administrative Agent shall, if such LENDER ASSIGNMENT Assignment and Acceptance has been completed and is substantially in the form of Exhibit 10.1.2.(c): G: --------- (ai) accept such LENDER ASSIGNMENT; Assignment and Acceptance; (bii) record the information contained therein in the REGISTER; Register; (ciii) give prompt notice thereof to the LENDERS Lenders and the BORROWERBorrowers; and and (div) promptly deliver a copy of such LENDER ASSIGNMENT Assignment and Acceptance to each of the LENDERS and the BORROWERBorrowers. Within three five (35) BUSINESS DAYS Business Days after receipt of notice, the BORROWER Borrowers shall execute and deliver to the ADMINISTRATIVE AGENTAdministrative Agent, in exchange for the surrendered NOTENote or Notes, a new NOTE Note or Notes to the order of such ELIGIBLE ASSIGNEE the Purchasing Lender (to the extent requested thereby) in amounts equal to the COMMITMENT PERCENTAGE Revolving Credit Commitment, the Term A Loan Commitment or the Term B Loan Commitment, as applicable, assumed by it pursuant to such LENDER ASSIGNMENT Assignment and Acceptance and a new NOTE Note or Notes to the order of the assigning LENDER Lender (to the extent requested thereby) in an amount equal to the COMMITMENT PERCENTAGE Revolving Credit Commitment, the Term A Loan Commitment or the Term B Loan Commitment, as applicable, retained by the assigning LENDERit hereunder. Such new NOTE Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of each such surrendered NOTENote or Notes, shall be dated the effective date of such LENDER ASSIGNMENT Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NOTE Notes delivered to the assigning LENDERLender. Each surrendered NOTE Note or Notes shall be canceled and returned to the BORROWERBorrowers. The BORROWER expressly acknowledges that Notwithstanding anything in this Agreement to the cancellation of contrary, any NOTE Lender which has not been issued a Note or Notes hereunder may at any time deliver a written request for a Note or Notes to the Administrative Agent and the replacement Borrower. Within five (5) Business Days after receipt of any NOTE notice (unless otherwise agreed to by such Lender), the Borrowers shall execute and deliver to the Administrative Agent, a Note or Notes (as applicable) to the order of such Lender in accordance with this provision amounts equal to the Revolving Credit Commitment, the Term A Loan Commitment or the Term B Loan Commitment, as applicable, of such Lender. Upon receipt thereby, the Administrative Agent shall not constitute promptly deliver such Note or be deemed Notes to be a refinancing or a novation of any of the OBLIGATIONSsuch Lender.

Issuance of New Notes. Upon the ADMINISTRATIVE AGENT’S receipt of an LENDER ASSIGNMENT executed by an assigning LENDER and an ELIGIBLE ASSIGNEE together with any NOTE subject to such LENDER ASSIGNMENT and the written consent to such LENDER ASSIGNMENT, the ADMINISTRATIVE AGENT shall, if such LENDER ASSIGNMENT has been completed and is substantially in the form of Exhibit 10.1.2.(c): (a) accept The Issuer may, from time to time after the Initial Issue Date, direct the Indenture Trustee, on behalf of the Issuer, to issue new Notes (an “Additional Issuance”), subject to the terms and conditions of this Section 2.14. The Issuer shall execute the Notes of such LENDER ASSIGNMENT; Additional Issuance and the Notes of such Additional Issuance (the “Additional Notes”) shall be delivered to the Indenture Trustee for authentication and delivery. The Issuer shall issue any Additional Notes in accordance with the terms and procedures set forth in this Indenture and the Indenture Trustee shall authenticate such Additional Notes pursuant to, and upon the Indenture Trustee’s receipt of, an Issuer Order. (b) record The Issuer shall not cause any Additional Issuance to occur unless the information contained therein in following terms and conditions shall have been satisfied: (i) no later than seven (7) Business Days before the REGISTER; (c) give prompt notice thereof to the LENDERS and the BORROWER; and (d) promptly deliver a copy of such LENDER ASSIGNMENT to each date of the LENDERS and the BORROWER. Within three (3) BUSINESS DAYS after receipt of noticeproposed Additional Issuance, the BORROWER Issuer shall execute and deliver to the ADMINISTRATIVE AGENTIndenture Trustee and the Investor, notice of such new issuance (the “Additional Issuance Notice”); (ii) the conditions in exchange for the surrendered NOTE, a new NOTE Note Purchase Agreement with respect to the order purchase of such ELIGIBLE ASSIGNEE in amounts equal to Notes shall have been satisfied; (iii) no Additional Issuance shall have been consummated after the COMMITMENT PERCENTAGE assumed by it pursuant to such LENDER ASSIGNMENT and a new NOTE to date that is one year after the order Initial Issue Date; (iv) at the time of the assigning LENDER in an amount equal to the COMMITMENT PERCENTAGE retained by the assigning LENDER. Such new NOTE any Additional Issuance no more than two prior Additional Issuances shall have been made; and (v) each Additional Issuance shall be in an aggregate principal amount equal to the increments of $25,000,000 in aggregate principal amount of each surrendered NOTE, shall be dated the effective date Additional Notes and no greater than $75,000,000 in aggregate principal amount of Additional Notes in respect of all such LENDER ASSIGNMENT and shall otherwise be in substantially the form of the assigned NOTE delivered to the assigning LENDER. Each surrendered NOTE shall be canceled and returned to the BORROWER. The BORROWER expressly acknowledges that the cancellation of any NOTE and the replacement of any NOTE in accordance with this provision shall not constitute or be deemed to be a refinancing or a novation of any of the OBLIGATIONSAdditional Issuances.