FairPoint Communications 2002 Annual Report Download - page 417

to and in accordance with Section 2.1(b) of the Preferred Stock Issuance
and Capital Contribution Agreement."
4. Section 8.01 of the Credit Agreement is hereby amended by adding at
the end thereof the following sentence:
"Notwithstanding anything to the contrary contained herein, on and
after the First Amendment Effective Date the Borrower shall not be required
to furnish to the Administrative Agent any report or certificate, as the
case may be, otherwise required to be provided under any of Section
8.01(d)(ii), 8.01(g)(i), 8.01(h) or 8.01(i), if the events triggering the
Borrower's obligation to provide any such report or certificate, as the
case may be, shall not have occurred during the relevant period.".
5. Section 8.11 of the Credit Agreement is hereby amended by deleting
the reference to "December 31, 2004" contained therein and substituting therefor
"December 31, 2005".
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6. Section 8.13 of the Credit Agreement is hereby amended by deleting
such Section in its entirety.
7. Section 10 of the Credit Agreement is hereby amended by deleting in
its entirety the paragraph immediately following Section 10.12 contained therein
and substituting the following therefor:
"then, and in any such event, and at any time thereafter, if any Event
of Default shall then be continuing, the Administrative Agent may (x) upon
at least thirty days' prior written notice to the Lenders and (y) to the
extent not otherwise directed by Required Lenders, by written notice to the
Borrower, take any or all of the following actions, without prejudice to
the rights of the Administrative Agent or any Lender to enforce its claims
against any Subsidiary Guarantor or the Borrower, except as otherwise
specifically provided for in this Agreement (PROVIDED that, if an Event of
Default specified in Section 10.05 shall occur with respect to the
Borrower, the result which would occur upon the giving of written notice by
the Administrative Agent as specified in clause (a) below shall occur
automatically without the giving of any such notice):".
8. Section 10 of the Credit Agreement is hereby further amended by
adding at the end thereof the following paragraph:
"Notwithstanding anything in this Section 10 to the contrary, no
Lender shall exercise any remedy available to it in any way (other than the
Conversion Option) with respect to its Loans, or direct Administrative
Agent to exercise any such remedy, unless (x) such Lender shall have
elected to exercise its Conversion Option with respect to all or any
portion of its Loans and the Parent shall have failed to comply with any of
its material obligations under the Preferred Stock Issuance and Capital
Contribution Agreement with respect to any such Conversion Option, or (y) a
bankruptcy or insolvency Event of Default under Section 10.05 shall have
occurred and be continuing. Notwithstanding anything to the contrary
contained in this Agreement or the Preferred Stock Issuance and Capital
Contribution Agreement, each Lender may, at its election, (x) upon any
failure by Borrower after the First Amendment Effective Date to pay any
amount due hereunder with respect to any of the Tranche A Loan or Tranche B
Loan, as the case may be, of such Lender, within the applicable grace
period(s) provided in this Section 10, exercise its Conversion Option with
respect to all principal and interest on such Tranche A Loan or Tranche B
Loan, respectively, and all other amounts owed to it under this Agreement
and the Credit Documents with respect to such Loan, and (y) upon the
occurrence (without giving effect to any applicable grace periods) of (1) a
bankruptcy or insolvency "Event of Default" under Section 8.05 of the
Parent Credit Agreement or (2) a bankruptcy or insolvency Event of Default
under Section 10.5, exercise its Conversion Option with respect to all
principal and interest on its Loans and all other amounts owed to it under