Exhibit 10.14


 


EIGHTH AMENDMENT


 


This EIGHTH AMENDMENT, dated as of February 24,
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.       Amendment.  Subject to all of the terms and conditions
set forth herein, Section 8.11 of the Credit Agreement is hereby amended
by deleting the reference to “February 26, 2010” and substituting “March 12,
2010” therefor.


 


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;


 


(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 


 


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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.


 


(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.


 


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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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