FairPoint Communications 2003 Annual Report Download - page 72

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Exhibit 10.2
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT (this " First Amendment"), dated as of December 17, 2003, among FAIRPOINT
COMMUNICATIONS, INC. (f/k/a MJD Communications, Inc.), a Delaware corporation (the " Borrower"), the undersigned Credit Parties,
the lenders from time to time party to the Credit Agreement referred to below (the " Lenders"), WACHOVIA BANK, N.A., as Documentation
Agent (the "Documentation Agent"), BANK OF AMERICA, N.A., as Syndication Agent (the " Syndication Agent"), and DEUTSCHE
BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), as Administrative Agent (in such capacity, the "Administrative
Agent" and, together with the Documentation Agent and the Syndication Agent, collectively, the "Agents"). Unless otherwise indicated, all
capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement
referred to below.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Agents are parties to an Amended and Restated Credit Agreement, dated as of
March 30, 1998 and amended and restated as of March 6, 2003 (as so amended and restated, the " Credit Agreement"); and
WHEREAS, subject to the terms and conditions of this First Amendment, the parties hereto wish to amend the Credit Agreement and
enter into certain agreements relating to the Credit Agreement, in each case as herein provided;
NOW, THEREFORE, it is agreed:
I. Amendments and Agreements to Credit Agreement.
1. Section 1.01 of the Credit Agreement is hereby amended by inserting the text "(including, in the case of Incremental A Term Loans,
the terms and conditions of Section 1.15)" immediately prior to the first comma appearing in said Section.
2. Section 1.01(a) of the Credit Agreement is hereby amended by (i) deleting the text "A Term Facility (each, an "A Term Loan" and,
collectively, the "A Term Loans")" appearing in said Section and inserting the text "Initial A Term Facility (each, an "Initial A Term Loan"
and, collectively, the "Initial A Term Loans")" in lieu thereof, (ii) deleting each reference to the text "A Term Loans" appearing in subclauses
(ii) and (iii) of the first sentence of said Section and in the last sentence of said Section and inserting the text "Initial A Term Loans" in lieu
thereof and (iii) deleting each reference to the text "A Term Commitment" appearing in said Section and inserting the text "Initial A Term
Commitment" in lieu thereof.
3. Section 1.01 of the Credit Agreement is hereby further amended by inserting the following new clause (e) at the end of said Section:
"(e) Loans under the Incremental A Term Facility (each, an "Incremental A Term Loan" and, collectively, the "Incremental A
Term Loans") (i) shall be made to the Borrower by each Lender with an Incremental A Term Commitment pursuant to a single
drawing on the Incremental A Term Borrowing Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred
and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Incremental A Term Loans
incurred on the Incremental A Term Borrowing Date shall be added to the then outstanding Borrowings of Initial A Term Loans as
provided in Section 1.15(c) and (iii) shall not exceed in an aggregate principal amount for any Lender in respect of any incurrence of
Incremental A Term Loans the Incremental A Term Commitment, if any, of such Lender as in effect immediately prior to such
incurrence. Once repaid, Incremental A Term Loans may not be reborrowed.".
4. Section 1.04(a) of the Credit Agreement is hereby amended by inserting the text "(or, in the case of a funding of Incremental A Term
Loans on the Incremental A Term Borrowing Date, in an amount equal to such Lender's Incremental A Term Commitment)" immediately
prior to the period at the end of the first sentence of said Section.
5. Section 1.05 of the Credit Agreement is hereby amended by (i) deleting the word "The" appearing in clause (a) of said Section and
inserting the text "Subject to Section 1.05(g) hereof," in lieu thereof and (ii) inserting the following new clause (g) at the end of said Section:
"(g) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to
Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note
evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans (and all
related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall
not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does
not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding
clause (f). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly
execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.".
6. Section 1.07 of the Credit Agreement is hereby amended by (i) deleting the text "A Term Loans" appearing in said Section and
inserting the text "Initial A Term Loans, Incremental A Term Loans" in lieu thereof and (ii) deleting the text "A Term Commitments"
appearing in said Section and inserting the text "Initial A Term Commitments, Incremental A Term Commitments" in lieu thereof.