of Intercompany Subordination Agreement
iv
EXHIBIT K
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Form of Intercompany Note
EXHIBIT L
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Form of Incremental B Term Commitment Agreement
v
CREDIT AGREEMENT, dated as of February 8, 2005, among FAIRPOINT COMMUNICATIONS,
INC., a Delaware corporation (the "Borrower"), the Lenders from time to time
party hereto, BANK OF AMERICA, N.A., as Syndication Agent (in such capacity, the
"Syndication Agent"), COBANK, ACB and GENERAL ELECTRIC CAPITAL CORPORATION, as
Co-Documentation Agents (in such capacity, each, a "Co-Documentation Agent" and,
collectively, the "Co-Documentation Agents"), and DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Administrative Agent (in such capacity, the "Administrative Agent"
and, together with the Syndication Agent and the Co-Documentation Agents,
collectively, the "Agents").
Unless otherwise defined herein, all capitalized
terms used herein and defined in Section 9 are used herein as so defined.
W I T N E S S E T H :
WHEREAS, subject to and upon the terms and conditions set forth herein, the
Lenders are willing to make available to the Borrower the respective credit
facilities provided for herein;
NOW, THEREFORE, IT IS AGREED:
SECTION 1.
Amount and Terms of Credit.
1.01
Commitment.
Subject to and upon the terms and conditions herein set forth
(including, in the case of Incremental B Term Loans, the terms and conditions of
Section 1.14), each Lender severally agrees to make and/or continue a loan or
loans (each, a "Loan" and, collectively, the "Loans") to the Borrower, as set
forth below:
(A)
LOANS UNDER THE INITIAL B TERM FACILITY (EACH, AN "INITIAL B TERM
LOAN" AND, COLLECTIVELY, THE "INITIAL B TERM LOANS") (I) SHALL BE MADE TO THE
BORROWER BY EACH LENDER WITH AN INITIAL B TERM COMMITMENT PURSUANT TO A SINGLE
DRAWING ON THE INITIAL BORROWING DATE, (II) EXCEPT AS HEREINAFTER PROVIDED, MAY,
AT THE OPTION OF THE BORROWER, BE INCURRED AND MAINTAINED AS, AND/OR CONVERTED
INTO, BASE RATE LOANS OR EURODOLLAR LOANS, PROVIDED THAT (X) ALL INITIAL B TERM
LOANS MADE AS PART OF THE SAME BORROWING SHALL, UNLESS SPECIFICALLY PROVIDED
HEREIN, CONSIST OF INITIAL B TERM LOANS OF THE SAME TYPE AND (Y) UNLESS THE
ADMINISTRATIVE AGENT HAS DETERMINED THAT THE SYNDICATION DATE HAS OCCURRED (AT
WHICH TIME THIS CLAUSE (Y) SHALL NO LONGER BE APPLICABLE), NO MORE THAN THREE
BORROWINGS OF INITIAL B TERM LOANS TO BE MAINTAINED AS EURODOLLAR LOANS MAY BE
INCURRED PRIOR TO THE 90TH DAY AFTER THE INITIAL BORROWING DATE (OR, IF LATER,
THE LAST DAY OF THE INTEREST PERIOD APPLICABLE TO THE THIRD BORROWING OF
EURODOLLAR LOANS REFERRED TO BELOW), EACH OF WHICH BORROWINGS OF EURODOLLAR
LOANS MAY ONLY HAVE AN INTEREST PERIOD OF ONE MONTH, AND THE FIRST OF WHICH
BORROWINGS MAY BE MADE NO EARLIER THAN THE FOURTH BUSINESS DAY, AND NO LATER
THAN THE FIFTH BUSINESS DAY, AFTER THE INITIAL BORROWING DATE, THE SECOND OF
WHICH BORROWINGS MAY ONLY BE MADE ON THE LAST DAY OF THE INTEREST PERIOD OF THE
FIRST SUCH BORROWING AND THE THIRD OF WHICH BORROWINGS MAY ONLY BE MADE ON THE
LAST DAY OF