FairPoint Communications 2009 Annual Report Download - page 230

Exhibit 10.9
THIRD AMENDMENT
This THIRD AMENDMENT, dated as of December 15, 2009 (this “ Agreement”), to the Debtor-in-Possession Credit Agreement, dated as
of October 27, 2009 (as amended prior to the date hereof, the “ Credit Agreement”), by and among FAIRPOINT COMMUNICATIONS, INC., a Delaware
corporation and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (as hereinafter defined) (“ FairPoint”), FAIRPOINT
LOGISTICS, INC., a South Dakota corporation and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (“ Logistics”; Logistics,
together with FairPoint, each a “Borrower” and, collectively, the “Borrowers”), the lenders from time to time party thereto (the “ Lenders”), and BANK OF
AMERICA, N.A., as Administrative Agent (in such capacity, together with any successor administrative agent, the “ Administrative Agent”). Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
WHEREAS, the Borrowers have requested that the Administrative Agent and the Required Lenders amend a provision of the Credit
Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
SECTION 1. Amendment. Subject to all of the terms and conditions set forth herein, Section 8.11 of the Credit Agreement is hereby
amended by deleting the reference to “within sixty (60) days of the entry of the Interim Order” and substituting “by no later than January 14, 2010” therefor.
SECTION 2. Conditions Precedent.
This Agreement shall become effective on the date (the “ Effective Date”) upon receipt by the Administrative Agent of executed counterparts
of this Agreement duly executed by the Credit Parties, the Administrative Agent and the Required Lenders.
SECTION 3. Representations and Warranties. After giving effect to this Agreement, the Credit Parties, jointly and severally, reaffirm
and restate the representations and warranties set forth in the Credit Agreement and in the other Credit Documents (except to the extent such representations and
warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such
earlier date) and all such representations and warranties shall be true and correct on the date hereof with the same force and effect as if made on such date.
Each of the Credit Parties represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Administrative
Agent and the Lenders that:
(a) it has the company power and authority to execute, deliver and carry out the terms and provisions of this Agreement and the
transactions contemplated hereby and has taken or caused to be taken all necessary action to authorize the execution, delivery and performance of
this Agreement and the transactions contemplated hereby;