FairPoint Communications 2009 Annual Report Download - page 264

extent FairPoint does not have sufficient cash on hand repay such Intercompany Loans at such time, FairPoint shall (1) pay such portion of
such Intercompany Loans in an amount equal to the amount of its cash on hand at such time (excluding cash in any of FairPoint’s
disbursement accounts) and (2) repay the unpaid portion of such Intercompany Loans as it receives cash (other than from Intercompany
Loans made in accordance with clause (A) of this proviso).”
1.7 Section 7.06(f) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“(f) (i) FairPoint, its Wholly-Owned Subsidiaries and its 90%-Owned Subsidiaries may incur and hold Intercompany
Payables and Receivables and (ii) Subsidiaries of FairPoint may incur intercompany payables and receivables resulting from (x) purchases
of goods and services between such Subsidiaries and (y) allocations of payroll and other expenses between or among such Subsidiaries
(clauses (x) and (y) being referred to herein as “ Subsidiary Ordinary Course Payables and Receivables ”), to the extent such Subsidiary
Ordinary Course Payables and Receivables are incurred in the ordinary course of business consistent with past practice.”
1.8 Section 7.09(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“(a) The Borrowers will not, and will not permit any of their Subsidiaries to, make any Restricted Payment, except that (i) any
Subsidiary of FairPoint may pay Dividends to any Subsidiary Guarantor, (ii) FairPoint may repay any Intercompany Loan made to it by
Logistics in accordance with the provisions of Section 7.06(c) and (iii) in the ordinary course of business and consistent with past practice
(and in any event no more frequently than one time per calendar month) (x) FairPoint and each Legacy Subsidiary may setoff the amount of
Legacy Intercompany Receivables owing by FairPoint to such Legacy Subsidiary at such time against the amount of Legacy Intercompany
Payables owing by such Legacy Subsidiary to FairPoint at such time (each such date that such setoff occurs being referred to herein as a
“Legacy Setoff Date”) and (y) to the extent that the amount of Legacy Intercompany Receivables owing by FairPoint to a Legacy Subsidiary
on a Legacy Setoff Date is greater than the amount of Legacy Intercompany Payables owing by such Legacy Subsidiary to FairPoint on
such Legacy Setoff Date (such net amount of Legacy Intercompany Receivables owing to such Legacy Subsidiary being referred to herein as
“Net Legacy Intercompany Receivables”), such Legacy Subsidiary may directly or indirectly, as applicable, dividend or distribute its Net
Legacy Intercompany Receivables to FairPoint on such Legacy Setoff Date.”
1.9 The definition of “Consolidated Capital Expenditures” appearing in Section 9 of the Credit Agreement is hereby amended by adding
the following immediately prior to the “.” at the end of such definition:
3