FairPoint Communications 2004 Annual Report Download - page 230

(h) All computations of Fees shall be made in accordance with Section 11.07(b).
2.02 Voluntary Reduction of Commitments. (a) Upon at least three Business Day’s prior written notice (or telephonic notice confirmed in
writing) to the Administrative Agent at its Notice Office (which notice shall be deemed to be given on a certain day only if given before 2:00 P.M. (New York
time) on such day and shall be promptly transmitted by the Administrative Agent to each of the Lenders), the Borrower shall have the right, without premium
or penalty, to reduce, in whole or in part, the Total Unutilized Revolving Commitment or the Total Delayed-Draw B Term Commitment, provided that (w) any
such partial reduction shall apply to proportionately and permanently reduce the Revolving Commitments or Delayed-Draw B Term Commitments, as the case
may be, of each Lender with such a Commitment, (x) in the case of any reduction to the Total Unutilized Revolving Commitment, no such reduction shall
reduce any Lender’s Revolving Commitment by an amount greater than the then Unutilized Revolving Commitment of such Lender, (y) in the case of any
reduction to the Total Unutilized Revolving Commitment, no such reduction shall cause the Blocked Revolving Commitment to exceed the Total Unutilized
Revolving Commitment (as determined immediately after giving effect to such reduction) and (z) any partial reduction pursuant to this Section 2.02(a) shall be
in integral multiples of $1,000,000.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with
respect to this Agreement which have been approved by the Required Lenders as provided in Section 11.12(b), the Borrower shall have the right, subject to
obtaining the consents required by Section 11.12(b), upon two Business Days’ prior written notice to the Administrative Agent at its Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Delayed-Draw B Term Commitment and/or Revolving
Commitment of such Lender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender (including all
amounts, if any, owing pursuant to Section 1.11 but excluding amounts owing in respect of Loans of any Facility maintained by such Lender, if such Loans
are not being repaid pursuant to Section 11.12(b)) are repaid concurrently with the effectiveness of such termination (at which time Annex I shall be deemed
modified to reflect such changed amounts) and at such time, unless the respective Lender continues to have outstanding Commitments and/or Loans
hereunder, such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications 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 repaid Lender.
2.03 Mandatory Adjustments of Commitments, etc. (a) Each of the Total Initial B Term Commitment, the Total Delayed-Draw B Term
Commitment and the Total Revolving Commitment (and the Initial B Term Commitment, Delayed-Draw B Term Commitment and Revolving Commitment of
each Lender with such a Commitment) shall terminate in its entirety on the Expiration Date unless the Initial Borrowing Date has occurred on or before such
date.
(b) The Total Initial B Term Commitment (and the Initial B Term Commitment of each Initial B Term Lender) shall terminate in its
entirety on the Initial Borrowing Date (after giving effect to the making of Initial B Term Loans on such date).
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