FairPoint Communications 2004 Annual Report Download - page 223

including by adding the Incremental B Term Loans to be so incurred to the then outstanding Borrowings of Initial B Term Loans on a pro rata basis even
though as a result thereof such new Incremental B Term Loans (to the extent required to be maintained as Eurodollar Loans) may effectively have a shorter
Interest Period than the then outstanding Borrowings of Initial B Term Loans. It is hereby agreed that, to the extent the Incremental B Term Loans are to be so
incurred or added to the then outstanding Borrowings of Initial B Term Loans which are maintained as Eurodollar Loans, the Lenders that have made such
Incremental B Term Loans shall be entitled to receive from the Borrower such amounts, as reasonably determined by the respective Lenders, to compensate
them for funding the various Incremental B Term Loans during an existing Interest Period (rather than at the beginning of the respective Interest Period, based
upon rates then applicable thereto). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and
conclusive and binding on all parties hereto.
SECTION 1A. Letters of Credit.
1A.01 Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, the Borrower may request that a Letter of Credit
Issuer, at any time and from time to time on or after the Effective Date and prior to the date which is thirty Business Days prior to the RF Maturity Date,
issue, for the account of the Borrower and in support of such obligations of the Borrower and/or its Subsidiaries that are incurred in the ordinary course of
business or are acceptable to the Administrative Agent and, subject to and upon the terms and conditions herein set forth, such Letter of Credit Issuer agrees to
issue from time to time, irrevocable standby letters of credit (each such letter of credit, a “ Letter of Credit” and, collectively, the “Letters of Credit”)
denominated in Dollars and issued on a sight basis, in such form as may be approved by such Letter of Credit Issuer and the Administrative Agent.
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued if after giving effect thereto (x) the Letter of Credit
Outstandings would exceed $10.0 million or (y) the sum of all Letter of Credit Outstandings (less any portion thereof subject to Section 1A.01(c)
Arrangements) and the aggregate principal amount of all RF Loans and all Swingline Loans then outstanding would exceed the Total Available Revolving
Commitment at such time, (ii) each Letter of Credit shall by its terms terminate on or before the earlier of (A) the date which occurs 12 months after the date of
the issuance thereof (although any such standby Letter of Credit may be automatically extendable for successive periods of up to 12 months, but, in each
case, not beyond the tenth Business Day prior to the RF Maturity Date, so long as such Letter of Credit provides that the respective Letter of Credit Issuer
retains an option, reasonably satisfactory to such Letter of Credit Issuer, to terminate such Letter of Credit within a specified period of time prior to each
scheduled extension date) and (B) ten Business Days prior to the RF Maturity Date, (iii) no Letter of Credit shall be a trade or commercial letter of credit and
(iv) no Letter of Credit Issuer shall be under any obligation to issue any Letter of Credit of the types described above if at the time of such issuance:
(x) any order, judgment or decree of any governmental authority or arbitrator shall purport by its terms to enjoin or restrain such
Letter of Credit Issuer from issuing such Letter of Credit or any requirement of law applicable to such Letter of Credit Issuer or any request or
directive (whether or not having the force of law) from any
17