FairPoint Communications 2004 Annual Report Download - page 221

executed by the Borrower, (x) the Replacement Lender shall become a Lender hereunder and, unless the respective Replaced Lender continues to have
outstanding Term Loans and/or a Commitment hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to
indemnification provisions under this Agreement (including, without limitation, Sections 1.10, 1.11, 1A.06, 3.04, 11.01 and 11.06), which shall survive as
to such Replaced Lender and (y) except in the case of the replacement of only Commitments and/or outstanding Term Loans under one or more Facilities of
Term Loans, the Percentages of the RF Lenders shall be automatically adjusted at such time to give effect to such replacement.
1.14 Incremental B Term Loan Commitments. (a) The Borrower, with the prior consent of the Administrative Agent, shall have the right
to request from time to time (by written notice to the Lenders) that one or more Lenders (and/or one or more other Persons which will become Lenders as
provided below) provide Incremental B Term Commitments and, subject to the terms and conditions contained in this Agreement, make Incremental B Term
Loans pursuant thereto, so long as (w) no Default or Event of Default then exists or would result therefrom, (x) any Incremental B Term Loans are incurred on
the date of the effectiveness of the respective Incremental B Term Commitment Agreement pursuant to which the related Incremental B Term Commitments are
provided, (y) the Borrower shall have demonstrated to the Administrative Agent’s reasonable satisfaction that the full amount of the respective Incremental B
Term Facility (assuming the full utilization of the Incremental B Term Commitments thereunder) may be incurred without violating the terms of any Permitted
Junior Capital, any Permitted Senior Unsecured Notes, any other material debt of the Borrower or the documentation governing any such Indebtedness and
(z) the Borrower and its subsidiaries are in compliance on a Pro Forma Basis with each of the covenants contained in Sections 7.11 and 7.12 (determined after
giving effect to the full utilization of the commitments provided under such Incremental B Term Facility); it being understood and agreed, however, that (i) no
Lender shall be obligated to provide an Incremental B Term Commitment as a result of any such request by the Borrower, and until such time, if any, as such
Lender has agreed in its sole discretion to provide an Incremental B Term Commitment and executed and delivered to the Administrative Agent an Incremental
B Term Commitment Agreement as provided in clause (b) of this Section 1.14, such Lender shall not be obligated to fund any Incremental B Term Loans, (ii)
any Lender (or, in the circumstances contemplated by clause (v) below, any other Person which will qualify as an Eligible Transferee) may so provide an
Incremental B Term Commitment without the consent of any other Lender, (iii) each provision of Incremental B Term Commitments pursuant to this Section
1.14 on a given date shall be in a minimum aggregate amount (for all Lenders (including in the circumstances contemplated by clause (v) below, Eligible
Transferees who will become Lenders)) of at least $20,000,000 and in integral multiples of $5,000,000 in excess thereof, (iv) the aggregate amount of all
Incremental B Term Commitments permitted to be provided pursuant to this Section 1.14 shall not exceed $200,000,000, (v) if the Borrower has first requested
the then existing Lenders (other than Defaulting Lenders) to provide at least 75% of the aggregate Incremental B Term Commitments then being requested
pursuant to this Section 1.14, then the Borrower may request Incremental B Term Commitments from Persons reasonably acceptable to the Administrative
Agent which would qualify as Eligible Transferees hereunder in an aggregate amount equal to the sum of (x) 25% of the aggregate Incremental B Term
Commitments then being requested pursuant to this Section 1.14 plus (y) if the Borrower has not received Incremental B Term Commitments in an aggregate
amount equal to 75% of that aggregate amount of the Incremental B Term Commitments which the Borrower desires to
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