FairPoint Communications 2002 Annual Report Download - page 245

reduction of, or credit against, its Tax liabilities in or with respect to the
taxable year in which the additional amount is paid, such Lender shall pay to
the Borrower an amount that the Lender shall, in its sole discretion (but acting
in good faith), determine is equal to the net benefit, after tax, which was
obtained by the Lender in such year as a consequence of such refund, reduction
or credit.
SECTION 4. CONDITIONS PRECEDENT.
4.01 CONDITIONS PRECEDENT TO RESTATEMENT EFFECTIVE DATE AND THE
INITIAL INCURRENCE OF LOANS. The occurrence of the Restatement Effective Date
pursuant to Section 11.10, the obligation of the Lenders to continue and/or make
Loans hereunder and the obligation of each Letter of Credit Issuer to issue
Letters of Credit hereunder, in each case on the Restatement Effective Date, are
subject to the satisfaction of each of the following conditions at such time:
(a) EFFECTIVENESS: NOTES. (i) This Agreement shall have been
executed and delivered as provided in Section 11.10 and (ii) there shall have
been delivered to the Administrative Agent for the account of each Lender the
appropriate Note or Notes executed by the Borrower, in each case, in the amount,
maturity and as otherwise provided herein.
(b) OPINIONS OF COUNSEL. The Administrative Agent shall have
received opinions, addressed to each Agent and each of the Lenders and dated the
Restatement Effective Date, from (i) Paul, Hastings, Janofsky & Walker LLP
(and/or other counsel reasonably acceptable to the Agents), special counsel to
the Credit Parties, which opinion shall cover the matters contained in Exhibit
D-1 hereto, and (ii) White & Case LLP, special counsel to the Agents, which
opinion shall cover the matters contained in Exhibit D-2 hereto, which opinions
shall be in form and substance reasonably satisfactory to the Administrative
Agent.
(c) COMPANY PROCEEDINGS. (i) The Administrative Agent shall have
received a certificate, dated the Restatement Effective Date, signed by an
Authorized Officer of the Borrower in the form of Exhibit E with appropriate
insertions and deletions, together with (x) copies of the certificate of
incorporation, by-laws or other organizational documents of each Credit Party
and (y) the resolutions of each Credit Party referred to in such certificate and
all of the foregoing (including each such organizational document) shall be
reasonably satisfactory to the Administrative Agent and (z) a statement that all
of the applicable conditions set forth in Sections 4.01(e), (f), (g), (k) and
(1) and 4.02(b) have been satisfied as of such date.
(ii) On the Restatement Effective Date, all Company and legal
proceedings and all instruments and agreements in connection with the
transactions contemplated by this Agreement and the other Credit Documents
shall be reasonably satisfactory in form and substance to the
Administrative Agent, and the Administrative Agent shall have received all
information and copies of all certificates, documents and papers, including
good standing certificates and any other records of Company proceedings and
governmental approvals, if any, which the Agents may have reasonably
requested in connection therewith, such documents and papers, where
appropriate, to be certified by proper Company or governmental authorities.
(d) PLANS; ETC. On or prior to the Restatement Effective Date,
there shall have been made available to the Administrative Agent true and
correct copies of the following documents (in each case except to the extent
already delivered or made available for review by the Administrative Agent on or
prior to the Original Effective Date), in each case as same will be in effect on
the Restatement Effective Date after the consummation of the Transaction:
(i) all Plans (and for each Plan that is required to file an
annual report on Internal Revenue Service Form 5500-series, a copy of the
most recent such report (including, to the extent required, the related