FairPoint Communications 2002 Annual Report Download - page 232

event giving rise to the additional costs, reductions in amounts, losses, taxes
or other additional amounts of the type described in such Section, such Lender
shall not be entitled to compensation under Section 1.10, 1.11, 1A.06 or 3.04 of
this Agreement for any amounts incurred or accruing prior to the giving of such
notice to the Borrower.
1.12 CHANGE OF LENDING OFFICE. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 1.l0(a)(ii) or
(iii), 1.10(c), 1A.06 or 3.04 with respect to such Lender, it will, if requested
by the Borrower, use reasonable efforts (subject to overall policy
considerations of such Lender) to designate another lending office for any Loans
affected by such event, PROVIDED that such designation is made on such terms
that such Lender and its lending office suffer no material economic, legal or
regulatory disadvantage, with the object of avoiding the consequence of the
event giving rise to the operation of any such Section. Nothing in this Section
1.12 shall affect or postpone any of the obligations of the Borrower or the
right of any Lender provided in Section 1.10, 1A.06 or 3.04.
1.13 REPLACEMENT OF LENDERS. (x) Upon the occurrence of any event
giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c),
Section 1A.06 or Section 3.04 with
respect to any Lender which results in such Lender charging to the Borrower
increased costs materially in excess of those being charged generally by the
Lenders, (y) if a Lender becomes a Defaulting Lender and/or (z) in the case of a
refusal by a Lender to consent to a proposed change, waiver, discharge or
termination with respect to this Agreement which has been approved by the
Required RE/A TF Lenders and the Required C TF Lenders, the Borrower shall have
the right, if no Default under Section 8.01 or Event of Default then exists, to
replace such Lender (the "REPLACED LENDER") with one or more other Eligible
Transferee or Eligible Transferees, none of whom shall constitute a Defaulting
Lender at the time of such replacement (collectively, the "REPLACEMENT LENDER")
reasonably acceptable to the Administrative Agent, PROVIDED that (i) at the time
of any replacement pursuant to this Section 1.13, the Replacement Lender shall
enter into one or more Assignment Agreements pursuant to Section 11.04(b) (and
with all fees payable pursuant to said Section 11.04(b) to be paid by the
Replacement Lender) pursuant to which the Replacement Lender shall acquire all
of the Commitments and outstanding Loans of the Replaced Lender and, in
connection therewith, shall pay to (x) the Replaced Lender an amount equal to
the sum of (A) an amount equal to the principal of, and all accrued and unpaid
interest on, all outstanding Loans of the Replaced Lender, and of all Unpaid
Drawings to the extent such Lender funded its share thereof as provided in
Section 1 A.05, and (B) an amount equal to all accrued and unpaid Fees owing to
the Replaced Lender pursuant to Section 2.01, and (y) the respective Letter of
Credit Issuer the portion, if any, of any payment made by it under any Letter of
Credit that was required to be funded by the Replaced Lender if not reimbursed
by the Borrower and not funded by the Replaced Lender and (ii) all obligations
of the Borrower owing to the Replaced Lender (other than those specifically
described in clause (i) above in respect of which the assignment purchase price
has been, or is concurrently being, paid) shall be paid in full to such Replaced
Lender by the Borrower concurrently with such replacement. Upon the execution of
the respective Assignment Agreements, the payment of amounts referred to in
clauses (i) and (ii) above and, if so requested by the Replacement Lender,
delivery to the Replacement Lender of the appropriate Note or Notes executed by
the Borrower, the Replacement Lender shall become a Lender hereunder and the
Replaced Lender shall cease to constitute a Lender hereunder, except with
respect to indemnification provisions applicable to the Replaced Lender under
this Agreement, which shall survive as to such Replaced Lender.
1.14 INCREMENTAL REVOLVING COMMITMENTS. (a) So long as the
Incremental Commitment Requirements are satisfied at the time of the delivery of
the request referred to below, the Borrower shall have the right to request that
one or more Lenders (and/or one or more other Persons which will become Lenders
as provided below) provide Incremental Revolving Commitments and, subject to the
applicable terms and conditions contained in this Agreement, make RF Loans
pursuant thereto; it being understood and agreed, however, that (i) no Lender