FairPoint Communications 2002 Annual Report Download - page 421

Deutsche Bank shall be 15%, and thereafter, 17.428%;
8. the Parent, Deutsche Bank and the lenders under the Parent Credit
Agreement shall have entered into an amendment and restatement to the Parent
Credit Agreement, permitting the issuance of up to $225,000,000 of senior
unsecured notes, and such amendment and the Parent Credit Agreement as so
amended shall be in full force and effect;
9. Wachovia shall have delivered to Deutsche Bank all items of
Collateral described in ANNEX B hereto;
10. Deutsche Bank, as successor Collateral Agent, shall have received
duly executed UCC-3 assignment statements relating to all UCC-1 financing
statements filed in connection with the Security Documents, in each case
reflecting the assignment of the interest of Wachovia as Collateral Agent to
Deutsche Bank;
11. Deutsche Bank shall have received all documents or instruments
(duly executed where appropriate) necessary or advisable, in the opinion of
Deutsche Bank and its counsel, to maintain perfected security interests in favor
of Deutsche Bank, as successor Collateral Agent, in the Collateral under the
Security Agreement and the Pledge Agreement, together with any cover sheets for
filing such documents or instruments with the United States Patent and Trademark
Office;
12. Deutsche Bank shall have received certificates from the Borrower's
insurance broker or other evidence satisfactory to it that Deutsche Bank, as
successor Collateral Agent, has been named as loss payee, to the extent required
under subsection 6(j) of the Credit Agreement, under such policies of insurance
as are required to be maintained pursuant to such subsection;
13. The Borrower and Wachovia shall have taken such other actions and
delivered to Deutsche Bank such other documents as Deutsche Bank may reasonably
request (i) to maintain Collateral Agent's perfected security interests, and the
priority thereof, in all of the Collateral in favor of Deutsche Bank as
successor Collateral Agent and (ii) to evidence Wachovia's resignation as, and
Deutsche Bank's appointment as, Administrative Agent and
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Collateral Agent, and all such documents shall be in form and substance
satisfactory to Deutsche Bank and its counsel; and
H. MISCELLANEOUS PROVISIONS
1. In order to induce the Lenders to enter into this Amendment, the
Borrower hereby represents and warrants that (i) the representations and
warranties contained in the Credit Agreement and in the other Credit Documents
are true and correct in all material respects on and as of the First Amendment
Effective Date (except with respect to any representations and warranties
limited by their terms to a specific date, which shall be true and correct in
all material respects as of such date), and (ii) there exists no Default or
Event of Default under the Credit Agreement on the First Amendment Effective
Date, in each case both before and after giving effect to this Amendment.
2. This Amendment is limited as specified and shall not constitute an
amendment, modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document, and, except as expressly set
forth herein, no waiver or amendment contained herein shall be deemed to
prejudice any right or remedy that any Agent or Lender may now have or may have
in the future under or in connection with the Credit Agreement or any other
agreement or instrument referred to therein. Each of the Agents and the Lenders
hereby expressly reserves all such rights and remedies.
3. This 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