Exhibit
10.15


 


NINTH AMENDMENT


 


This NINTH AMENDMENT, dated as of February 26, 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.       Amendments.  Subject to all of the terms and conditions
set forth herein,


 


1.1   Section 6.01(b)
of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:


 


“(b)         Quarterly Financial Statements.  As soon as available and in any event within
40 days after the close of every quarterly accounting period in each fiscal
year of FairPoint (provided that such 40 day period shall be extended to
45 days if FairPoint is not subject to the SEC’s large accelerated filer filing
requirements and such 40 or 45 day period, as applicable, shall be extended an
additional 5 days if FairPoint has filed a Form 12b-25 with the SEC extending
the date of the filing of the Quarterly Report on Form 10-Q due on such 40th or
45th day, as applicable; provided, further, that with respect to
the quarterly accounting period ended December 31, 2009, such period shall be
extended to March 30, 2010), (i) the consolidated balance sheet of FairPoint
and its Subsidiaries, as at the end of such quarterly period, and the related consolidated statements
of operations and of cash flows for such quarterly period and for the elapsed
portion of the fiscal year ended with the last day of such quarterly period and
(ii) consolidated balance sheets of each Intermediary Holding Company and its
Subsidiaries, as at the end of such quarterly period, and the related
consolidated statements of operations and of cash flows for such quarterly
period and for the elapsed portion of the fiscal year ended with the last day
of such quarterly period, and the case of each of clauses (i) and (ii), 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 changes resulting from audit and
normal year-end audit adjustments.”


 


1.2   Section 6.01(c)
of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:


 


“(c)         Monthly Financial Statements.  As soon as available and in any event within
30 days after the close of each fiscal month (provided that (i) such 30 day
period shall be extended to 45 days in the case of the fiscal month ending on
the last day of a fiscal year of FairPoint (other than with respect to the
fiscal month ended December 31, 2009, which 45 day period shall be extended to March
30, 2010), (ii) with respect to the fiscal month ended January 31, 2010, such
30 day period shall be extended to March 30, 2010 and (iii) with respect to the
fiscal month ended February 28, 2010, such 30 day period shall be extended to April
15, 2010), commencing with the first fiscal month ending after the Closing
Date, the consolidated balance sheet of FairPoint and its Subsidiaries, as at
the end of such monthly period and the related consolidated statements of
operations and of cash 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.”


 


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 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;


 


2

















 


(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 Guarantors.  Each Guarantor hereby
approves and consents to this Agreement and the transactions contemplated by
this Agreement and 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 such are amended, restated, supplemented or
otherwise modified from time to time in accordance with their terms.


 


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.


 


(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.


 


3

















 


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.


 


(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.


 


[The remainder of this page left blank intentionally]


 


4

















 


[Signature Pages Omitted]