Exhibit 10.22


 


FIFTEENTH AMENDMENT


 


This
FIFTEENTH AMENDMENT, dated as of October 22, 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 Lenders
extend the Maturity Date.


 


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 (including the occurrence of the Effective Date referred to
below), and from and after such Effective Date:


 


1.1   Section 5.05(a)(i) of the Credit Agreement is hereby amended
by deleting the words “in compliance with Section 7.05” where they appear in
the parenthetical in such Section 5.05(a)(i).


 


1.2   Section 6.01(e) of the Credit Agreement is hereby amended
by deleting such Section 6.01(e) in its entirety and substituting in
lieu thereof the following new Section 6.01(e):


 


“(e)         Compliance
Certificates.  At the time of the
delivery of the financial statements provided for in Sections 6.01(b) or (c), a
certificate (“Compliance Certificate”) of the chief financial officer or
other Authorized Officer of FairPoint to the effect that no Default or Event of
Default exists or, if any Default or Event of Default does exist, specifying
the nature and extent thereof.”


 


1.3   Section 6.08 of the Credit Agreement is hereby amended by
deleting the words “, subject to Section 7.05,” where they appear in such Section
6.08.


 


1.4   Section 7.02(b) of the Credit Agreement is hereby amended
by deleting the words “to the extent within the limitations set forth in
Section 7.05” where they appear in such Section 7.02(b).


 

















 


1.5   Section 7.04(c) of the Credit Agreement is hereby amended
by deleting the words “; provided that Borrowers are in compliance with Section
7.05” where they appear in such Section 7.04(c).


 


1.6   Each of Sections 7.05 and 7.12 of the Credit Agreement are
hereby deleted and replaced with “[Reserved].”


 


1.7   Section 8.22(b) of the Credit Agreement is hereby amended
by deleting the reference to “July 31, 2010” appearing therein and substituting
“January 31, 2011” therefor.


 


1.8   The definition of “Maturity Date” set forth in Section 9 of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:


 


“Maturity Date” shall
mean January 31, 2011, which date may, at the request of the Borrowers and
subject to the prior written consent of the Required Lenders, be extended from
time to time by up to two months in the aggregate (provided that the Credit
Parties shall not be required to pay a fee to the Lenders in connection with
any extensions for such up to two months in the aggregate).


 


SECTION 2.   Conditions
Precedent.  This Agreement shall
become effective on the date (the “Effective Date”) upon which the
following conditions have been satisfied:


 


(a)           The Administrative Agent shall have received executed
counterparts of this Agreement duly executed by the Credit Parties, the
Administrative Agent and each of the Lenders; and


 


(b)           The Administrative Agent shall have received (i) for the
ratable benefit of the Lenders, a fee in immediately available funds in an
amount equal to 0.50% of the Total Revolving Commitment, (ii) for its own
account, in immediately available funds (x) the full amount of its annual
administrative fee as if the anniversary of the date that the Interim Order was
entered by the Bankruptcy Court was the Effective Date and (y) payment in full
of all invoices heretofore submitted to FairPoint, and (iii) payment, or
counsel to the Administrative Agent shall have received payment, in full in
immediately available funds of all fees and expenses of counsel to the
Administrative Agent with respect to invoices heretofore submitted to
FairPoint.


 


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 


 


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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;


 


(c)           this Agreement has been duly executed and delivered on its
behalf by a duly authorized officer, and constitutes its legal, valid and
binding obligation enforceable in accordance with its terms, subject to
bankruptcy, reorganization, insolvency, moratorium and other similar laws
affecting the enforcement of creditors’ rights generally and the exercise of
judicial discretion in accordance with general principles of equity;


 


(d)           no Default or Event of Default shall have occurred and be
continuing; and


 


(e)           the execution, delivery and performance of this Agreement
will not violate any law, statute or regulation, or any order or decree of any
court or governmental instrumentality, or conflict with, or result in the
breach of, or constitute a default under, any contractual obligation of any
Credit Party or any of its Subsidiaries.


 


SECTION 4.   Affirmation
of Credit Parties.  Each Credit Party
hereby approves and consents to this Agreement and the transactions
contemplated by this Agreement, and affirms its obligations under the Credit
Documents to which it is a party.  Each
Subsidiary Guarantor agrees and affirms that its guarantee of the Obligations
continues to be in full force and effect and is hereby ratified and confirmed
in all respects and shall apply to (i) the Credit Agreement and
(ii) all of the other Credit Documents, as each of such are amended
(including by this Agreement), restated, supplemented or otherwise modified
from time to time in accordance with their terms.  Each Credit Party expressly acknowledges and
agrees that further extensions, if any, of the Maturity Date (i) beyond January
31, 2011 may be subject to the inclusion of financial covenants and (ii) beyond
March 31, 2011 are subject to the discretion of and require the consent of all
Lenders and, in any event, would be subject to such terms and conditions
(including, without limitation, the payment of fees) as the Lenders may deem
appropriate under the circumstances.


 


SECTION 5.   Ratification.


 


(a)           Except as herein agreed, the Credit Agreement and the
other Credit Documents remain in full force and effect and are hereby ratified
and affirmed by the Credit Parties.  Each
of the Credit Parties hereby (i) confirms and agrees that the Borrowers are
truly and justly indebted to the Administrative Agent and the Lenders in the
aggregate amount of the Obligations without defense, counterclaim or offset of
any kind whatsoever, and (ii) reaffirms and admits the validity and
enforceability of the Credit Agreement and the other Credit Documents.


 


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(b)           This Agreement shall be limited precisely as written and,
except as expressly provided herein, shall not be deemed (i) to be a consent
granted pursuant to, or a waiver, modification or forbearance of, any term or
condition of the Credit Agreement or any of the instruments or agreements
referred to therein or a waiver of any Default or Event of Default under the
Credit Agreement, whether or not known to the Administrative Agent or any of
the Lenders, or (ii) to prejudice any right or remedy which the Administrative
Agent or any of the Lenders may now have or have in the future against any
Person under or in connection with the Credit Agreement, any of the instruments
or agreements referred to therein or any of the transactions contemplated
thereby.


 


SECTION 6.   Waivers;
Amendments.  Neither this Agreement,
nor any provision hereof, may be waived, amended or modified except pursuant to
an agreement or agreements in writing entered into by the Administrative Agent
and the Required Lenders.


 


SECTION 7.   References.  All references to the “Credit Agreement”, “thereunder”,
“thereof” or words of like import in the Credit Agreement or any other Credit
Document and the other documents and instruments delivered pursuant to or in
connection therewith shall mean and be a reference to the Credit Agreement as
modified hereby and as each may in the future be amended, restated,
supplemented or modified from time to time.


 


SECTION 8.   Counterparts.  This Agreement may be executed by the parties
hereto individually or in combination, in one or more counterparts, each of
which shall be an original and all of which shall constitute one and the same
agreement.  Delivery of an executed
counterpart of a signature page by telecopier shall be effective as delivery of
a manually executed counterpart.


 


SECTION 9.   Successors
and Assigns.  The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.


 


SECTION 10.   Severability.  If any provision of this Agreement shall be
held invalid or unenforceable in whole or in part in any jurisdiction, such
provision shall, as to such jurisdiction, be ineffective to the extent of such
invalidity or enforceability without in any manner affecting the validity or
enforceability of such provision in any other jurisdiction or the remaining
provisions of this Agreement in any jurisdiction.


 


SECTION 11.   Governing
Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK.


 


SECTION 12.   Miscellaneous.


 


(a)   The parties hereto shall, at any time from time to time following
the execution of this Agreement, execute and deliver all such further
instruments and take all such further action as may be reasonably necessary or
appropriate in order to carry out the provisions of this Agreement.


 


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(b)   The Credit Parties acknowledge and agree that this Agreement
constitutes a Credit Document and that the failure of any of the Credit Parties
to comply with the provisions of this Agreement shall constitute an Event of
Default.


 


SECTION 13.   Headings.  Section headings in this Agreement are
included for convenience of reference only and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Agreement.


 


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