FairPoint Communications 2002 Annual Report Download - page 418

this Agreement and the Credit Documents, in each case, without ability
(except as expressly set forth in clauses (x) and (y) of the preceding
sentence) or necessity of Administrative Agent or any other Lender to
exercise other remedies (including the remedies described in clauses (a)(i)
through (a)(iii) above) hereunder (it being understood that (1) any amounts
converted pursuant to this Section 10 shall be deemed to be converted on
the basis of a Trigger Event described in clause (i) of
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the definition of "Trigger Event" contained in Section 1 of the Preferred
Stock Issuance and Capital Contribution Agreement and (2) the "Clawback
Amount" referred to in Section 2.1(b) of the Preferred Stock Issuance and
Capital Contribution Agreement shall be calculated with respect to all
amounts converted pursuant to this Section 10).".
9. Section 12.12 of the Credit Agreement is hereby amended by (1)
deleting the "or" at the end of clause (v) thereof and substituting ";" therefor
and (2) adding immediately prior to the ";" at the end of clause (vi) thereof
the following:
" or (vii) change in any manner the definition of "Trigger Event".
10. Section 12 of the Credit Agreement is hereby amended by adding at
the end thereof the following new subsection 12.20:
"12.20 ACKNOWLEDGEMENT BY FIRST AMENDMENT NON-CONTINUING LENDERS;
WAIVER BY EXISTING LENDERS. Each First Amendment Non-Continuing Lender
hereby acknowledges that it has reviewed the terms and provisions of this
Agreement. Each First Amendment Non-Continuing Lender hereby acknowledges
and agrees that, from and after the First Amendment Effective Date, such
Non-Continuing Lender shall not be a Lender under this Agreement (unless
such First Amendment Non-Continuing Lender subsequently becomes a Lender by
assignment pursuant to Section 12.04) and, other than as set forth in
Section 12.13 of the Existing Credit Agreement, the rights and obligations
of such First Amendment Non-Continuing Lender under this Agreement shall be
terminated on and as of the First Amendment Effective Date.".
B. SUBSTITUTION OF DEUTSCHE BANK AS AGENT
1. Wachovia hereby resigns as Administrative Agent and Collateral
Agent, and Lenders hereby appoint Deutsche Bank (and Deutsche Bank hereby
accepts such appointment) as Administrative Agent and Collateral Agent. The
Borrower hereby consents to such appointment. The requirement for 15 days' prior
notice of resignation by Wachovia as Administrative Agent and Collateral Agent
is hereby waived by all parties hereto.
2. From and after the First Amendment Effective Date, all references
in the Security Documents and in the other Credit Documents to Wachovia, in its
capacity as Collateral Agent and/or Administrative Agent shall be deemed to be
references to Deutsche Bank.
C. ACKNOWLEDGMENT AND CONSENT
1. The Security Documents and the Credit Documents to which the
Borrower and other Credit Parties are party are herein referred to collectively
as the "CREDIT SUPPORT DOCUMENTS". Each Credit Party (other than the Parent)
which is party to this First Amendment (each a "CREDIT SUPPORT PARTY", and
collectively, "CREDIT SUPPORT PARTIES") hereby acknowledges that it has reviewed
the terms and provisions of the Credit Agreement and this Amendment. Each such
Credit Support Party hereby confirms that each Credit Support Document to which
it is a party or otherwise bound and all Collateral encumbered thereby (after
giving effect to the transactions contemplated hereby) will continue to guaranty
or secure, as the case may be, to the fullest extent set forth therein the
payment and performance of all
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