FairPoint Communications 2009 Annual Report Download - page 273

flows for such monthly period and for the elapsed portion of the fiscal year ended with the last day of such monthly period, in each case
setting forth comparative consolidated figures for the related periods in the prior fiscal year, all of which shall be in reasonable detail and
certified by the chief financial officer or controller of FairPoint, subject to normal year-end audit adjustments.”
1.5 Section 6.15 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“6.15 Conference Calls. The Borrowers shall conduct a conference call on the second Tuesday of every month or as soon as
practicable thereafter (commencing with the first such Tuesday following the Petition Date; provided, that (i) with respect to the call for
May 2010, such call shall occur by no later than May 25, 2010 and (ii) with respect to the call for June 2010, such call shall occur by no
later than June 22, 2010) with the Administrative Agent, the Lenders, the Financial Advisor and the “Consenting Lenders” party to the Plan
Support Agreement, for the purpose of discussing, inter alia, the most recently delivered financial statements, the Debtors’ financial
performance, operations, current trends and other material events.”
SECTION 2. Conditions Precedent. This Agreement shall become effective on the date (the “ Effective Date”) upon which (i) the
Bankruptcy Court has entered the Final Order in form and substance satisfactory to the Administrative Agent and (ii) the Administrative Agent has received
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;
(b) no consent of any Person (including, without limitation, any of its equity holders or creditors), and no action of, or filing with,
any governmental or public body or authority is required to authorize, or is otherwise required in connection with, the execution, delivery and
performance of this Agreement;
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