FairPoint Communications 2004 Annual Report Download - page 228

liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Letter of Credit Issuer’s
gross negligence or willful misconduct as determined by a final judgment issued by a court of competent jurisdiction.
1A.06 Increased Costs. If at any time after the Effective Date, the adoption or effectiveness of any applicable law, rule or regulation, or
any change therein, or any change in the interpretation or administration thereof by any governmental authority, central lender or comparable agency charged
with the interpretation or administration thereof, or compliance by any Letter of Credit Issuer or any Participant with any request or directive (whether or not
having the force of law) by any such authority, central lender or comparable agency shall either (i) impose, modify or make applicable any reserve, deposit,
capital adequacy or similar requirement against Letters of Credit issued by any Letter of Credit Issuer or such Participant’s participation therein, or (ii) shall
impose on any Letter of Credit Issuer or any Participant any other conditions affecting this Agreement, any Letter of Credit or such Participant’s participation
therein; and the result of any of the foregoing is to increase the cost to any Letter of Credit Issuer or such Participant of issuing, maintaining or participating in
any Letter of Credit, or to reduce the amount of any sum received or receivable by any Letter of Credit Issuer or such Participant hereunder (other than, in the
case of a change in the basis of taxation of payments to a Letter of Credit Issuer or Participant of the principal of or interest on the Loans or any other amounts
payable hereunder, changes in the rate of tax on, or determined by reference to, the net income or net profits of such Letter of Credit Issuer or Participant
imposed by the jurisdiction in which its principal office or applicable lending office is located), then, upon demand to the Borrower by any Letter of Credit
Issuer or such Participant (a copy of which notice shall be sent by such Letter of Credit Issuer or such Participant to the Administrative Agent), the Borrower
shall pay to such Letter of Credit Issuer or such Participant such additional amount or amounts as will compensate such Letter of Credit Issuer or such
Participant for such increased cost or reduction. A certificate submitted to the Borrower by such Letter of Credit Issuer or such Participant, as the case may be
(a copy of which certificate shall be sent by such Letter of Credit Issuer or such Participant to the Administrative Agent), setting forth the basis for the
determination of such additional amount or amounts necessary to compensate such Letter of Credit Issuer or such Participant as aforesaid shall be conclusive
and binding on the Borrower absent manifest error, although the failure to deliver any such certificate shall not release or diminish any of the Borrower’s
obligations to pay additional amounts pursuant to this Section 1A.06 upon the subsequent receipt thereof.
SECTION 2. Fees.
2.01 Fees. (a) The Borrower agrees to pay to the Administrative Agent a commitment commission (the “ RF Commitment Commission”)
for the account of each RF Lender that is a Non-Defaulting Lender for the period from and including the Effective Date to but not including the date upon
which the Total Revolving Commitment has been terminated, computed for each day at the rate per annum equal to 0.50% for such day on the Unutilized
Revolving Commitment of such Lender on such day. Such Commitment Commission shall be due and payable in arrears on the last Business Day of each
calendar quarter and on the date upon which the Total Revolving Commitment is terminated.
22