FairPoint Communications 2003 Annual Report Download - page 73

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7. Section 1.14 of the Credit Agreement is hereby amended by (i) inserting the text "on or prior to June 30, 2004" immediately
following the text "have the right to request" appearing in clause (a) of said Section, (ii) deleting the text "$10,000,000" appearing in clause (a)
of said Section and inserting the text "$35,000,000" in lieu thereof, (iii) deleting the word "and" appearing immediately prior to subclause
(vi) of clause (a) of said Section and inserting a comma in lieu thereof, (iv) inserting the text "and (vii) any provision of an Incremental
Revolving Commitment pursuant to this Section 1.14 shall occur on or prior to June 30, 2004" immediately prior to the period at the end of
clause (a) of said Section, (v) inserting the text "(x)" immediately after the text "Section 1.14," appearing in the first sentence of clause (b) of
said Section and (vi) inserting the following text immediately prior to the period at the end of the first sentence of clause (b) of said Section:
"and (y) the Borrower shall deliver to the Administrative Agent (I) 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 such date, covering such matters relating to the provision of the Incremental Revolving Commitment as may be
reasonably requested by the Administrative Agent and (II) a solvency certificate from the Chief Financial Officer of the Borrower,
dated the Incremental Revolving Commitment Date, in form and substance satisfactory to the Administrative Agent,".
8. Section 1 of the Credit Agreement is hereby further amended by inserting the following new Section 1.15:
"1.15 Incremental A Term Loan Commitments. (a) So long as the Incremental Commitment Requirements are satisfied at
the time of the delivery of the request referred to below, the Borrower shall have the right to request on or prior to June 30, 2004 that
one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Incremental A Term
Commitments and, subject to the terms and conditions contained in this
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Agreement, make Incremental A Term Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be
obligated to provide an Incremental A Term 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 A Term Commitment and executed and delivered to the
Administrative Agent an Incremental A Term Commitment Agreement as provided in clause (b) of this Section 1.15, such Lender
shall not be obligated to fund any Incremental A Term Loans, (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 A Term Commitment without
the consent of any other Lender, (iii) each provision of Incremental A Term Commitments pursuant to this Section 1.15 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 $500,000 in excess thereof, (iv) the aggregate amount of
all Incremental A Term Commitments permitted to be provided pursuant to this Section 1.15 shall not exceed $10,000,000, (v) the
Borrower may request Incremental A Term Commitments from Persons reasonably acceptable to the Administrative Agent which
would qualify as Eligible Transferees hereunder, provided that any such Incremental A 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 $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 A Term Commitments) and (vi) all actions taken by the Borrower pursuant to this Section 1.15 shall be done in
coordination with the Administrative Agent.
(b) In connection with any provision of Incremental A Term Loan Commitments pursuant to this Section 1.15, (i) the Borrower,
the Administrative Agent and each such Lender or other Eligible Transferee (each, an "Incremental A Term Lender") which agrees to
provide an Incremental A Term Commitment shall execute and deliver to the Administrative Agent an Incremental A Term
Commitment Agreement substantially in the form of Exhibit L hereto (appropriately completed), with the effectiveness of such
Incremental A Term Lender's Incremental A Term Commitment to occur upon delivery of such Incremental A 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 Incremental Commitment
Requirements and the other terms and conditions described in this Section 1.15 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 such date, covering such matters relating to the
provision of the Incremental A 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 Incremental A Term 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 A Term Commitment Agreement, and at such time (i) Annex I to the Credit Agreement shall be deemed modified to
reflect the Incremental A Term Commitments of such Incremental A Term Lenders and (ii) to the extent requested by any Incremental
A Term Lender, an A Term Note will be issued at the Borrower's expense, to such Incremental A 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 A Term Loans
made by such Incremental A Term Lender.
(c) In connection with each incurrence of Incremental A Term Loans pursuant to Section 1.01(e), 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
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