Exhibit 10.1
FIFTH AMENDMENT TO CREDIT AGREEMENT
FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Fifth Amendment"), dated as of
February 25, 2008, among FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation
(the "Borrower"), various Lenders party to the Credit Agreement and DEUTSCHE
BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the
"Administrative Agent").
Unless otherwise indicated, all capitalized terms used
herein and not otherwise defined shall have the respective meanings provided
such terms in the Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Borrower, various Lenders from time to time party thereto (the
"Lenders"), Bank of America, N.A., as Syndication Agent, CoBank, ACB, and
General Electric Capital Corporation, as Co-Documentation Agents, and the
Administrative Agent are parties to a Credit Agreement, dated as of February 8,
2005 (as amended, modified and/or supplemented to, but not including, the date
hereof, the "Credit Agreement"); and
WHEREAS, subject to the terms and conditions of this Fifth Amendment, the
parties hereto wish to amend certain provisions of, and enter into certain
agreements with respect to, the Credit Agreement, in each case as herein
provided;
NOW, THEREFORE, IT IS AGREED:
I.
INITIAL AMENDMENTS AND AGREEMENTS WITH RESPECT TO CREDIT
AGREEMENT.
The following amendments to the Credit Agreement shall become effective on the
Fifth Amendment Initial Effective Date (as defined in Section 5 of Part IV of
this Amendment):
1.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
SECTION 1.01(F) OR SECTION 1.14 OF THE CREDIT AGREEMENT OR ANY OTHER PROVISION
OF THE CREDIT DOCUMENTS, ON AND AFTER THE FIFTH AMENDMENT INITIAL EFFECTIVE
DATE, THE BORROWER MAY NOT REQUEST OR INCUR, AND NO LENDER OR ANY OTHER PERSON
MAY PROVIDE, ANY INCREMENTAL B TERM COMMITMENTS OR ANY INCREMENTAL B TERM LOANS,
AS APPLICABLE.
2.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE CREDIT
DOCUMENTS, ON AND AFTER THE FIFTH AMENDMENT INITIAL EFFECTIVE DATE, NO PROVISION
CONTAINED IN SECTIONS 2.03(G)(Y), 3.02(A)(F)(I) AND 3.02(A)(F)(IV) OF THE CREDIT
AGREEMENT, NOR THE DEFINITION OF "CHANGE OF CONTROL" CONTAINED THEREIN (NOR
SECTIONS 2 OR 40 OF PART I TO THIS FIFTH AMENDMENT) MAY BE CHANGED OR WAIVED
WITHOUT THE PRIOR WRITTEN CONSENT OF EACH OF THE LENDERS.
3.
SECTION 3.02(A)(C) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
(I) INSERTING "(OTHER THAN QUALIFIED PREFERRED STOCK)" AFTER THE TEXT "PERMITTED
JUNIOR CAPITAL" IN THE FIRST INSTANCE WHERE IT APPEARS, AND (II) DELETING THE
PROVISO APPEARING IN SAID SECTION IN ITS ENTIRETY.
4.
SECTION 3.02(A)(E) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
DELETING SAID SECTION IN ITS ENTIRETY AND INSERTING THE FOLLOWING NEW
SECTION 3.02(A)(E) IN LIEU THEREOF:
"(E) ON THE DATE OF DELIVERY OF (I) THE QUARTERLY COMPLIANCE
CERTIFICATE PURSUANT TO SECTION 6.01(E) WITH RESPECT TO THE FISCAL QUARTER
ENDING DECEMBER 31, 2007, (OR, IF THE BORROWER SHALL HAVE FAILED TO DELIVER A
QUARTERLY COMPLIANCE CERTIFICATE AS REQUIRED BY SECTION 6.01(E) WITH RESPECT TO
SUCH FISCAL QUARTER OF THE BORROWER, ON THE DATE OF THE REQUIRED DELIVERY OF
SUCH QUARTERLY COMPLIANCE CERTIFICATE