(COMMENCING WITH THE FIRST SUCH TUESDAY FOLLOWING THE PETITION DATE) 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."
1.5
SECTION 7.04(B) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING THE
WORDS "OR SECTION 7.06(F)" AT THE END THEREOF IMMEDIATELY BEFORE THE ";".
1.6
SECTION 7.06(C) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING A NEW
PROVISO AT THE END THEREOF THAT READS AS FOLLOWS:
" PROVIDED, FURTHER, THAT LOGISTICS MAY MAKE INTERCOMPANY LOANS TO FAIRPOINT TO
THE EXTENT (BUT ONLY TO THE EXTENT) THAT (A)(X) FAIRPOINT HAS INSUFFICIENT CASH
ON HAND TO MAKE A PAYMENT REQUIRED TO BE MADE BY FAIRPOINT (AND PERMITTED TO BE
MADE UNDER THE CREDIT DOCUMENTS AND BY THE BANKRUPTCY COURT) ON BEHALF OF ITSELF
OR A SUBSIDIARY (EACH, A "REQUIRED FAIRPOINT PAYMENT"), (Y) THE AMOUNT OF SUCH
INTERCOMPANY LOAN MADE TO FAIRPOINT BY LOGISTICS DOES NOT EXCEED THE DIFFERENCE
BETWEEN THE AMOUNT OF SUCH REQUIRED FAIRPOINT PAYMENT AND THE AMOUNT OF
FAIRPOINT'S CASH ON HAND AND (Z) THE PROCEEDS RECEIVED BY FAIRPOINT FROM ANY
SUCH INTERCOMPANY LOAN MADE BY LOGISTICS ARE IMMEDIATELY EITHER (I) USED BY
FAIRPOINT TO MAKE SUCH REQUIRED FAIRPOINT PAYMENT OR (II) DEPOSITED BY FAIRPOINT
INTO A DISBURSEMENT ACCOUNT FROM WHICH A CHECK WILL BE ISSUED OR A WIRE TRANSFER
WILL BE MADE TO THE APPLICABLE PAYEE IN RESPECT OF SUCH REQUIRED FAIRPOINT
PAYMENT; PROVIDED, THAT IN THE EVENT SUCH CHECK IS NOT ISSUED OR SUCH WIRE
TRANSFER IS NOT MADE TO APPLICABLE PAYEE WITHIN FIVE BUSINESS DAYS AFTER DEPOSIT
INTO SUCH DISBURSEMENT ACCOUNT, FAIRPOINT SHALL IMMEDIATELY REPAY THE AMOUNT OF
SUCH INTERCOMPANY LOAN (OR UNUSED PORTION THEREOF) TO LOGISTICS OR (B)(X) THE
PROCEEDS FROM ANY SUCH INTERCOMPANY LOANS ARE IMMEDIATELY UTILIZED TO PAY
PAYROLL, EXPENSES OR OTHER AMOUNTS ON BEHALF OF FAIRPOINT OR ANY OF ITS LEGACY
SUBSIDIARIES (IN EACH CASE, TO THE EXTENT SUCH PAYMENTS ARE (1) PERMITTED TO BE
MADE UNDER THE CREDIT DOCUMENTS AND BY THE BANKRUPTCY COURT AND (2) MADE IN THE
ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH PAST PRACTICE) (EACH, A
"FAIRPOINT ORDINARY COURSE PAYMENT"), (Y) THE AMOUNT OF ANY SUCH INTERCOMPANY
LOAN DOES NOT EXCEED THE AMOUNT OF THE FAIRPOINT ORDINARY COURSE PAYMENT TO BE
MADE WITH THE PROCEEDS THEREOF AND (Z) WITHIN FIFTEEN (15) DAYS AFTER DELIVERY
OF ITS INTERCOMPANY DEBT REPORT PURSUANT TO SECTION 6.01(K) FOR ANY FISCAL
PERIOD, FAIRPOINT SHALL REPAY TO LOGISTICS ALL INTERCOMPANY LOANS IN RESPECT OF
FAIRPOINT ORDINARY COURSE PAYMENTS THAT WERE MADE DURING SUCH FISCAL PERIOD (OR,
TO THE
2
EXTENT FAIRPOINT DOES NOT HAVE SUFFICIENT CASH ON HAND REPAY SUCH INTERCOMPANY
LOANS AT SUCH TIME, FAIRPOINT SHALL (1) PAY SUCH PORTION OF SUCH INTERCOMPANY
LOANS IN AN AMOUNT EQUAL TO THE AMOUNT OF ITS CASH ON HAND AT SUCH TIME
(EXCLUDING CASH IN ANY OF FAIRPOINT'S DISBURSEMENT ACCOUNTS)