FairPoint Communications 2003 Annual Report Download - page 77

23. Section 11.16 of the Credit Agreement is hereby amended by deleting the penultimate sentence of said Section in its entirety and
inserting the following new sentence in lieu thereof:
"The registration of any provision of Incremental Commitments pursuant to Sections 1.14 and 1.15 shall be recorded by the
Administrative Agent on the Register only upon the acceptance of the Administrative Agent of a properly executed and delivered
Incremental Commitment Agreement.".
24. Section 11.17 of the Credit Agreement is hereby deleted in its entirety and the following new Section 11.17 is inserted in lieu
thereof:
"11.17 Additions of New Lenders. (a) On and as of the occurrence of the Restatement Effective Date in accordance with
Section 11.10 hereof, each Person that is a New Lender at such time shall become a "Lender" under, and for all purposes of, this
Agreement and the other Credit Documents.
(b) On and as of the occurrence of the First Amendment Effective Date in accordance with the First Amendment, each Person
whose name appears on Annex I to the Credit Agreement that was not a Lender immediately prior to giving effect to the First
Amendment Effective Date shall become a "Lender" under, and for all purposes of, this Agreement and the other Credit Documents.".
25. The Credit Agreement is hereby further amended by inserting new Exhibit L thereto in the form of Exhibit L attached hereto.
II. Miscellaneous Provisions.
1. In order to induce the Lenders to enter into this First Amendment, the Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the First Amendment Effective Date (as defined below), both before and after giving
effect to this First Amendment; and
(b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and
correct in all material respects on the First Amendment Effective Date, both before and after giving effect to this First Amendment,
with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date
(it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects only
as of such specific date).
2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of
the Credit Agreement or any other Credit Document.
3. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts,
each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same
instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.
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4. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
5. This First Amendment shall become effective on the date (the "First Amendment Effective Date") on which each of the following
conditions shall have been satisfied:
(i) each of the Borrower, each other Credit Party, the Administrative Agent, the Required RF/A TF Lenders and the Required C
TF Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by
way of facsimile transmission) the same to the Administrative Agent at its Notice Office; and
(ii) the Borrower shall have paid to the Administrative Agent and the Lenders all fees, costs and expenses (including, without
limitation, legal fees and expenses) payable to the Administrative Agent and the Lenders, to the extent then due and set forth in a
reasonably detailed invoice made available to the Borrower.
6. The Borrower hereby covenants and agrees, so long as the First Amendment Effective Date occurs, to pay to each Lender which
has executed and delivered to the Administrative Agent (or its designee) a counterpart hereof by the later to occur of (x) 12:00 noon (New York
time) on December 17, 2003 and (y) 5:00 p.m. (New York time) on the First Amendment Effective Date (such later date, the "Outside Date"),
a non-refundable cash amendment fee equal to 0.15% of the sum of (i) each such Lender's Revolving Commitment (as in effect immediately
prior to the First Amendment Effective Date) and (ii) the aggregate outstanding principal amount of such Lender's Term Loans (determined
immediately prior to the First Amendment Effective Date), which fee shall not be subject to counterclaim or set-off for, or be otherwise affected
by, any claim or dispute relating to any other matter and shall be paid by the Borrower to the Administrative Agent for distribution to the
Lenders on the second Business Day following the Outside Date.
7. By executing and delivering a copy hereof, each Credit Party hereby agrees that all Loans (including, without limitation, all
Revolving Loans incurred pursuant to the increase in the Total Revolving Commitment pursuant to this First Amendment) (x) shall be fully
guaranteed pursuant to the Subsidiary Guaranty in accordance with the terms and provisions thereof and (y) shall be (and are) secured