FairPoint Communications 2002 Annual Report Download - page 233

shall be obligated to provide an Incremental Revolving 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 Revolving Commitment
and executed and delivered to the Administrative Agent an Incremental Revolving
Commitment Agreement in respect thereof as provided in clause (b) of this
Section 1.14, such Lender shall not be obligated to fund any RF Loans in excess
of its Revolving Commitment as in effect prior to giving effect to such
Incremental Revolving Commitment provided pursuant to this Section 1.14, (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 Revolving Commitment without the consent of any other Lender, (iii)
each provision of Incremental Revolving Commitments on a given date
pursuant to this Section 1.14 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 $2,500,000 and in
integral multiples of $1,000,000 in excess thereof, (iv) the aggregate amount of
all Incremental Revolving Commitments permitted to be provided pursuant to this
Section 1.14 shall not exceed $10,000,000, (v) the Borrower may request
Incremental Revolving Commitments from Persons reasonably acceptable to the
Administrative Agent which would qualify as Eligible Transferees hereunder,
PROVIDED that any such Incremental Revolving Commitments provided by any such
Eligible Transferee which is not already a Lender shall be in a minimum amount
(for such Eligible Transferee) of at least $2,500,000 (and with the fees to be
paid to such Eligible Transferee to be no greater than those fees to be paid to
the then existing Lenders (if any) providing Incremental Revolving Commitments)
and (vi) all actions taken by the Borrower pursuant to this Section 1.14 shall
be done in coordination with the Administrative Agent.
(b) In connection with the Incremental Revolving Commitments to be
provi(led pursuant to this Section 1.14, the Borrower, the Administrative Agent
and each such Lender or other Eligible Transferee (each, an "INCREMENTAL RF
LENDER") which agrees to provide an Incremental Revolving Commitment shall
execute and deliver to the Administrative Agent an Incremental Revolving
Commitment Agreement substantially in the form of Exhibit K (appropriately
completed), with the effectiveness of such Incremental RF Lender's Incremental
Revolving Commitment to occur upon delivery of such Incremental Revolving
Commitment Agreement to the Administrative Agent, the payment of any fees
required in connection therewith (including, without limitation, any agreed upon
up-front or arrangement fees owing to the Administrative Agent) and the
satisfaction of the Incremental Commitment Requirements and any other conditions
precedent that may be set forth in such Incremental Revolving Commitment
Agreement. The Administrative Agent shall promptly notify each Lender as to the
effectiveness of each Incremental Revolving Commitment Agreement, and at such
time, (i) the Total Revolving Commitment under, and for all purposes of, this
Agreement shall be increased by the aggregate amount of such Incremental
Revolving Commitments, (ii) Annex I shall be deemed modified to reflect the
revised Revolving Commitments of the affected Lenders and (iii) to the extent
requested by any Incremental RF Lender, RF Notes will be issued at the
Borrower's expense, to such Incremental RF Lender, to be in conformity with the
requirements of Section 1.05 (with appropriate modification) to the extent
needed to reflect the new RF Loans made by such Incremental RF Lender.
(c) At the time of any provision of Incremental Revolving
Commitments pursuant to this Section 1.14, the Borrower shall, in coordination
with the Administrative Agent, repay outstanding RF Loans of certain of the RF
Lenders, and incur additional RF Loans from certain other RF Lenders (including
the Incremental RF Lenders), in each case to the extent necessary so that all of
the RF Lenders participate in each outstanding Borrowing of RF Loans PRO RATA on
the basis of their respective Revolving Commitments (after giving effect to any
increase in the Total Revolving Commitment pursuant to this Section 1.14) and
with the Borrower being obligated to pay to the respective RF Lenders any costs
of the type referred to in Section 1.11 in connection with any such repayment
and/or Borrowing.