FairPoint Communications 2002 Annual Report Download - page 420

2. Each Lender hereby consents to the assignment to Parent of all
right, title and interest of the Borrower in the "FairPoint Communications"
trademark, and the Borrower hereby represents that such trademark has no
material value in the hands of the Borrower.
F. LIMITED WAIVER
Deutsche Bank (in its capacity as successor Administrative Agent)
hereby waives the $3,500 nonrefundable assignment fee otherwise required to be
paid to Administrative Agent under Section 12.04(b) of the Credit Agreement,
with respect to each of the BofA Assignment (as defined below) and the CSFB
Assignment (as defined below) (and any assignments from THL Affiliate to THL
Fund IV Bridge Corp.).
G. CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective only upon the satisfaction of
all of the following conditions precedent (the date of satisfaction of such
conditions precedent being referred to herein as the "FIRST AMENDMENT EFFECTIVE
DATE"):
1. the Borrower, the other Credit Parties, the Administrative Agent,
the Collateral Agent and the Lenders shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered (including
by way of telecopier) the same to the Administrative Agent at the Notice Office;
2. the Borrower shall have delivered to the Lenders an acknowledgement
(in form and substance reasonably satisfactory to the Lenders) executed by the
Parent, to the effect that (i) the execution, delivery and effectiveness of this
Amendment do not impair, limit or otherwise affect adversely to the Lenders the
Parent's obligations under the Preferred Stock Issuance and Capital Contribution
Agreement and (ii) the rights granted in Section A.8 of this Amendment to
Lenders with respect to their Conversion Options are acknowledged and agreed to
by the Parent;
3. (i) each of (x) the Parent Preferred Stock Repurchase and (y) the
THL Parent Preferred Stock Purchase, shall have occurred and (ii) the holders of
the Parent Preferred Stock shall have executed a waiver with respect to their
pro rata repurchase rights under the certificate of designation of the Parent
Preferred Stock;
4. the Borrower shall have made arrangements reasonably satisfactory
to Wachovia for the payment of the amount referenced in the definition of First
Amendment Takeout to Wachovia on the First Amendment Effective Date;
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5. THL Affiliate or THL Fund IV Bridge Corp. shall have (1) entered
into an Assignment Agreement with BofA for the assignment of all of the
outstanding Loans of BofA (the "BOFA ASSIGNMENT"), and (2) made arrangements
reasonably satisfactory to BofA for the payment of the consideration for such
assignment referenced in the Assignment Agreement to BofA on the First Amendment
Effective Date;
6. THL Affiliate or THL Fund IV Bridge Corp. shall have (1) entered
into an Assignment Agreement with CSFB for the assignment of all of the
outstanding Loans of CSFB (the "CSFB ASSIGNMENT"), and (2) made arrangements
reasonably satisfactory to CSFB for the payment of the consideration for such
assignment referenced in the Assignment Agreement to CSFB on the First Amendment
Effective Date;
7. the Parent shall have entered into an agreement with Wachovia and
Deutsche Bank (which shall be in the form attached hereto as ANNEX A) to the
effect that during the period from the First Amendment Effective Date to the
date that is the second anniversary of the First Amendment Effective Date, the
dividend rate on the Parent Preferred Stock held by each of Wachovia and