FairPoint Communications 2009 Annual Report Download - page 271

Exhibit 10.17
ELEVENTH AMENDMENT
This ELEVENTH AMENDMENT, dated as of April 30, 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 certain provisions 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. Amendments. Subject to all of the terms and conditions set forth herein,
1.1 Section 5.08 of the Credit Agreement is hereby amended by amending and restating the proviso at the end thereof in its entirety to read
as follows:
“; provided, however, the foregoing representation and warranty is qualified to give effect to FairPoint’s disclosure set forth in its (w) Form
8-K filed with the Securities and Exchange Commission on February 23, 2010, (x) Amendment No. 2 on Form 10-Q/A for the quarterly
period ended March 31, 2009 filed with the Securities and Exchange Commission on April 30, 2010, (y) Amendment No. 1 on Form 10-
Q/A for the quarterly period ended June 30, 2009 filed with the Securities and Exchange Commission on April 30, 2010 and (z)
Amendment No. 1 on Form 10-Q/A for the quarterly period ended September 30, 2009 filed with the Securities and Exchange Commission
on April 30, 2010.”
1.2 Section 5.09(a) of the Credit Agreement is hereby amended by amending and restating the proviso at the end thereof to read as follows:
“; provided, however, the foregoing representation and warranty is qualified to give effect to FairPoint’s disclosure set forth in its (w) Form
8-K filed with the Securities and Exchange Commission on February 23, 2010, (x) Amendment No. 2 on Form 10-Q/A for the quarterly
period ended March 31, 2009 filed with the Securities and Exchange Commission on April 30, 2010, (y) Amendment No. 1 on Form 10-
Q/A for the quarterly period ended June 30, 2009 filed with the Securities and Exchange Commission on April 30, 2010 and (z)
Amendment No.