FairPoint Communications 2004 Annual Report Download - page 222

obtain pursuant to such request (as set forth in the notice provided by the Borrower in connection with its initial request), the amount of such deficiency,
provided that any such Incremental B Term Commitment 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 $1,000,000 (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 B Term 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 any provision of Incremental B Term Commitments pursuant to this Section 1.14, (i) the Borrower, the
Administrative Agent and each such Lender or other Eligible Transferee (each, an “ Incremental B Term Lender”) which agrees to provide an Incremental B
Term Commitment shall execute and deliver to the Administrative Agent an Incremental B Term Commitment Agreement substantially in the form of Exhibit L
hereto (appropriately completed) (each, an “ Incremental B Term Commitment Agreement”), with the effectiveness of such Incremental B Term Lender’s
Incremental B Term Commitment to occur upon delivery of such Incremental B Term 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 other terms and conditions described in this Section 1.14 (it being understood that no fees shall be required to be paid to any existing Lender
(in its capacity as such) in connection with the provision of any Incremental B Term Commitment by an Incremental B Term Lender), and (ii) the Borrower
shall deliver to the Administrative Agent (x) an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel
to the Borrower reasonably satisfactory to the Administrative Agent and dated the applicable Incremental B Term Loan Borrowing Date, covering such matters
relating to the provision of the Incremental B Term Commitments as may be reasonably requested by the Administrative Agent and (y) a solvency certificate
from the Chief Financial Officer of the Borrower, dated the applicable Incremental B Term Loan Borrowing Date, in form and substance satisfactory to the
Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental B Term Commitment
Agreement, and at such time (A) Annex I to the Credit Agreement shall be deemed modified to reflect the Incremental B Term Commitments of such Incremental
B Term Lenders and (B) to the extent requested by any Incremental B Term Lender, a B Term Note will be issued at the Borrower’s expense to such
Incremental B Term Lender, to be in conformity with the requirements of Section 1.05 (with appropriate modification) to the extent needed to reflect the new
Incremental B Term Loans made by such Incremental B Term Lender. Each Incremental B Term Lender with an outstanding B Term Note which requests a
new B Term Note as contemplated by preceding clause (B) agrees to use good faith efforts to return the outstanding B Term Note held by it to the Borrower for
cancellation.
(c) In connection with each incurrence of Incremental B Term Loans pursuant to Section 1.01(f), the Lenders and the Borrower
hereby agree that, notwithstanding anything to the contrary contained in this Agreement, the Borrower and the Administrative Agent may take all such actions
as may be necessary to ensure that all Lenders with outstanding B Term Loans continue to participate in each Borrowing of outstanding B Term Loans (after
giving effect to the incurrence of Incremental B Term Loans pursuant to Section 1.01(f)) on a pro rata basis,
16