FairPoint Communications 2003 Annual Report Download - page 74

such actions as may be necessary to ensure that all Lenders with outstanding A Term Loans continue to participate in each Borrowing
of outstanding A Term Loans (after giving effect to the incurrence of Incremental A Term Loans pursuant to Section 1.01(e)) on a pro
rata basis, including by adding the Incremental A Term Loans to be so incurred to the then outstanding Borrowings of Initial A Term
Loans on a pro rata basis even though as a result thereof such new Incremental A Term Loans (to the extent required to be
maintained as Eurodollar Loans) may effectively have a shorter Interest Period than the then outstanding Borrowings of Initial A Term
Loans, and it is hereby agreed that, to the extent the Incremental A Term Loans are to be so incurred or added to the then outstanding
Borrowings of Initial A Term Loans which are maintained as Eurodollar Loans, the Lenders that have made such Incremental A Term
Loans shall be entitled to receive from the Borrower such amounts, as reasonably determined by the respective Lenders, to
compensate them for funding the various Incremental A Term Loans during an existing Interest Period (rather than at the beginning of
the respective Interest Period, based upon rates then applicable thereto). All determinations by any Lender pursuant to the
immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto.".
9. Section 2.01 of the Credit Agreement is hereby amended by deleting clause (f) of said Section in its entirety and inserting the
following new clause (f) in lieu thereof:
"(f) The Borrower shall pay to the Administrative Agent for distribution to each Incremental Lender such fees and other amounts,
if any, as are specified in the relevant Incremental Commitment Agreement, with the fees and other amounts, if any, to be payable on
the respective Incremental Commitment Date.".
10. Section 2.03 of the Credit Agreement is hereby amended by deleting clauses (a) and (b) of said Section in their entirety and
inserting the following new clauses (a) and (b) in lieu thereof:
"(a) The Total Initial A Term Commitment and the Total Revolving Commitment (and the Initial A Term Commitment and
Revolving Commitment of each Lender with such a Commitment) shall terminate in their entirety on the Expiration Date unless the
Restatement Effective Date has occurred on or before such date.
(b) (i) The Total Initial A Term Commitment (and the Initial A Term Commitment of each Lender with such a Commitment)
shall terminate in its entirety on the Restatement Effective Date (after giving effect to the making of Initial A Term Loans on such date).
(ii) The Total Incremental A Term Commitment (and the Incremental A Term Commitment of each Lender with such a
Commitment) shall terminate in its entirety on the Incremental A Term Borrowing Date (after giving effect to the making of
Incremental A Term Loans on such date).".
11. Section 5.05 of the Credit Agreement is hereby amended by deleting clause (a) of said Section in its entirety and inserting the
following new clause (a) in lieu thereof:
"(a) (i) The proceeds of all Initial A Term Loans shall be utilized to effect the Refinancing and to pay certain fees and expenses
relating to the Transaction.
(ii) The proceeds of all Incremental A Term Loans shall be utilized for general corporate and working capital purposes
(including, without limitation, Permitted Acquisitions) of the Borrower and its Subsidiaries.".
12. Section 5.05(b) of the Credit Agreement is hereby amended by inserting the text "and to repay Indebtedness of FairPoint Carrier
Services under the FairPoint Carrier Services Credit Agreement" immediately after the text "Carrier Services Expenditures" appearing in
said Section.
4
13. Section 7.04(m) of the Credit Agreement is hereby amended by deleting clause (i) of said Section and the text "and (ii)" appearing
immediately after such clause in their entirety.
14. Section 7.06(n) of the Credit Agreement is hereby amended by (i) deleting the text "on the Restatement Effective Date" in the first
place it appears in said Section and inserting such text immediately after the text "incurrence of Loans" appearing in said Section and
(ii) deleting clause (y) of said Section in its entirety and inserting the following new clause (y) in lieu thereof:
"(y) cash on hand and/or proceeds from the incurrence of Revolving Loans in an aggregate amount not to exceed $25.0 million,
so long as FairPoint Carrier Services promptly uses the full amount of the proceeds of such contribution or loan to repay amounts
owing under the FairPoint Carrier Services Credit Agreement.".
15. The Lenders hereby agree that, notwithstanding anything to the contrary contained in Sections 7.03 and 7.04 of the Credit
Agreement, Indebtedness of FairPoint Carrier Services under the FairPoint Carrier Services Credit Agreement, and Liens on assets of
FairPoint Carrier Services and its Subsidiaries (including the capital stock of such Subsidiaries) securing such Indebtedness, shall be
permitted to be outstanding on the date FairPoint Carrier Services becomes a Subsidiary under the Credit Agreement, so long as (and only
so long as) all of such Indebtedness is promptly repaid in full, all commitments thereunder and guaranties thereof are terminated, and all of
such Liens are promptly released (but, in any event, by close of business on such date).
16. Section 7.06 of the Credit Agreement is hereby amended by deleting clause (k) of said Section in its entirety and inserting the
following new clause (k) in lieu thereof: