FairPoint Communications 2003 Annual Report Download - page 83

Attention: Tim Henry
Re: Incremental A Term Commitment
Ladies and Gentlemen:
Reference is hereby made to the Credit Agreement, dated as of March 30, 1998 and amended and restated as of March 6, 2003 (as so
amended and restated and as the same may be further amended, amended and restated, modified or supplemented from time to time, the
"Credit Agreement"), among Fairpoint Communications, Inc. (the "Borrower" or "you"), the lenders from time to time party thereto (the
"Lenders"), Bank of America, N.A., as Syndication Agent, Wachovia Bank, N.A., as Documentation Agent, and Deutsche Bank Trust
Company Americas, as Administrative Agent (in such capacity, the "Administrative Agent"). Unless otherwise defined herein, capitalized
terms used herein shall have the respective meanings set forth in the Credit Agreement.
Each Lender (each, an "Incremental A Term Lender") party to this letter agreement (this "Agreement") hereby severally agrees to
provide the Incremental A Term Commitment set forth opposite its name on Annex I attached hereto (for each such Incremental A Term
Lender, its "Incremental A Term Commitment"). Each Incremental A Term Commitment provided pursuant to this Agreement shall be
subject to the terms and conditions set forth in the Credit Agreement, including Section 1.15 thereof.
[Each Incremental A Term Lender and the Borrower acknowledge and agree that, with respect to the Incremental A Term Commitment
provided by such Incremental A Term Lender pursuant to this Agreement, such Incremental A Term Lender shall receive an upfront fee equal
to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Incremental A Term
Lender on the effective date of this Agreement.]
Each Incremental A Term Lender, to the extent that it is not already a Lender under the Credit Agreement, (i) confirms that it is an
Eligible Transferee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of
the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (iii) agrees that it will, independently
and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iv) appoints and
authorizes the Syndication Agent, the Documentation Agent, the Administrative Agent and the Collateral Agent to take such action as agent
on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Syndication
Agent, the Documentation Agent, the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with
such powers as are reasonably incidental thereto, (v) agrees that it will perform in accordance with their terms all of the obligations which by
the terms of the Credit Agreement are required to be performed by it as a Lender, and (vi) in the case of
each such Incremental A Term Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms
described in Section 3.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding
taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents.
The Borrower acknowledges and agrees that all Obligations with respect to Incremental A Term Loans made pursuant to an Incremental
A Term Commitment shall be secured pursuant to the Pledge Agreement in accordance with the terms and provisions thereof. Each Parent
Company acknowledges and agrees that all Obligations with respect to A Term Loans made pursuant to an Incremental A Term
Commitment shall be fully guaranteed pursuant to the Subsidiary Guaranty in accordance with the terms and provisions thereof and shall
be secured pursuant to the Pledge Agreement in accordance with the terms and provision thereof.
The effective date of this Agreement shall be the date on which (i) the parties hereto have executed a counterpart of this Agreement and
delivered same to the Administrative Agent at the Notice Office, (ii) all fees required to be paid in connection herewith have been paid and
(iii) the Incremental Commitment Requirements and all other conditions set forth in the Credit Agreement (including Section 1.15 thereof),
which date shall be no later than June 30, 2004.
You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before
the close of business on , . If you do not so accept this Agreement by such time, our Incremental A Term
Commitments set forth in this Agreement shall be deemed cancelled.
After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts
and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the
requirements for the modification of Credit Documents pursuant to Section 11.12 of the Credit Agreement.
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THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
Very truly yours,