FairPoint Communications 2009 Annual Report Download - page 252

Exhibit 10.14
EIGHTH AMENDMENT
This EIGHTH AMENDMENT, dated as of February 24, 2010 (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 “February 26, 2010” and substituting “March 12, 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,
provided, however, the representations and warranties set forth in the first sentence of Section 5.08 and clause (iii) of the last sentence of Section 5.09(a) of the
Credit Agreement reaffirmed and restated by the Credit Parties herein are qualified to give effect to FairPoint’s disclosure set forth in its Form 8-K filed with the
Securities and Exchange Commission on February 23, 2010. 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