FairPoint Communications 2002 Annual Report Download - page 238

SECTION 2. FEES.
2.01 FEES. (a) The Borrower agrees to pay to the Administrative
Agent a commitment commission (the "COMMITMENT COMMISSION") for the account of
each RF Lender that is a Non-Defaulting Lender for the period from and including
the Restatement 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 the Applicable CC Percentage for such day on the
unutilized Revolving Commitment on such day of such Lender. 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.
(b) So long as any Letter of Credit is outstanding and has not
been fully collateralized pursuant to Section 3.02(A)(a)(i) and/or Section 8,
the Borrower agrees to pay to the Administrative Agent, for the account of each
Non-Defaulting Lender, PRO RATA on the basis of their respective Percentages, a
fee in respect of each Letter of Credit (the "LETTER OF CREDIT
FEE") computed for each day at a per annum rate equal to the Applicable
Eurodollar Margin for RF Loans on such day multiplied by the Stated Amount of
all Letters of Credit outstanding on such day (less any amount thereof as to
which Section 1A.01(c) Arrangements are in place). Accrued Letter of Credit Fees
shall be due and payable quarterly in arrears on the last Business Day of each
calendar quarter.
(c) So long as any Letter of Credit is outstanding and has not
been fully collateralized pursuant to Section 3.02(A)(a)(i) and/or Section 8,
the Borrower agrees to pay to the respective Letter of Credit Issuer a fee in
respect of each Letter of Credit issued by it (the "FACING FEE") computed for
each day at the rate of 0.25% per annum on the Stated Amount of all such Letters
of Credit outstanding on such day, PROVIDED that there will be a minimum Facing
Fee per year for each Letter of Credit of $500 (which is not an additional fee).
Accrued Facing Fees shall be due and payable quarterly in arrears on the last
Business Day of each calendar quarter.
(d) The Borrower agrees to pay directly to the respective Letter
of Credit Issuer upon each issuance of, payment under, and/or amendment of, a
Letter of Credit such amount, if any, as shall at the time of such issuance,
payment or amendment be the administrative charge which such Letter of Credit
Issuer is customarily charging for issuances of, payments under or amendments
of, letters of credit issued by it.
(e) The Borrower shall pay to (x) each Agent on the Restatement
Effective Date, for its own account and/or for distribution to the Lenders, such
fees as heretofore agreed by the Borrower and the Agents and (y) the
Administrative Agent, for its own account, such other fees as agreed to between
the Borrower and the Administrative Agent, when and as due.
(f) The Borrower shall pay to the Administrative Agent for
distribution to each Incremental RF Lender such fees and other amounts, if any,
as are specified in the Incremental Revolving Commitment Agreement, with the
fees and other amounts, if any, to be payable on the Incremental Revolving
Commitment Date.
(g) All computations of Fees shall be made in accordance with
Section 11.07(b).
2.02 VOLUNTARY REDUCTION OF COMMITMENTS. Upon at least one 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 unutilized Total Revolving Commitment, PROVIDED