FairPoint Communications 2002 Annual Report Download - page 422

shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
4. THIS 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. The Borrower acknowledges that all reasonable out-of-pocket costs
and expenses as described in Section 12.01 of the Credit Agreement incurred by
the Agents (including, without limitation, the reasonable fees and disbursements
of O'Melveny & Myers LLP) with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of the Borrower.
6. From and after the First Amendment Effective Date, all references
in the Credit Agreement and in the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Amended Agreement.
9
Exhibit 10.5
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be duly executed and delivered as of the date first above written.
CREDIT PARTIES: FAIRPOINT CARRIER SERVICES, INC.
By: /s/ Timothy W. Henry
---------------------------
Name: Timothy W. Henry
Title: Vice President of Finance
FAIRPOINT COMMUNICATIONS
SOLUTIONS CORP. - NEW YORK (for
purposes of Section C only)
By: /s/ Timothy W. Henry
---------------------------
Name: Timothy W. Henry
Title: Vice President of Finance
FAIRPOINT COMMUNICATIONS
SOLUTIONS CORP. - VIRGINIA (for
purposes of Section C only)
By: /s/ Timothy W. Henry
---------------------------
Name: Timothy W. Henry
Title: Vice President of Finance
S-1
LENDERS: BANK OF AMERICA, N.A., as a Lender
By: /s/ DeWitt W. King III
---------------------------
Name: DeWitt W. King III
Title: Managing Director
DEUTSCHE BANK TRUST COMPANY
AMERICAS, individually, as a Lender, and
as Successor Administrative Agent
By: /s/ David Mayhew
---------------------------