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
2
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."
1.5
SECTION 6.15 OF THE CREDIT AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS
ENTIRETY TO READ AS FOLLOWS:
"6.15
CONFERENCE CALLS.
THE BORROWERS SHALL CONDUCT A CONFERENCE CALL ON
THE SECOND TUESDAY OF EVERY MONTH OR AS SOON AS PRACTICABLE THEREAFTER
(COMMENCING WITH THE FIRST SUCH TUESDAY FOLLOWING THE PETITION DATE; PROVIDED,
THAT (I) WITH RESPECT TO THE CALL FOR MAY 2010, SUCH CALL SHALL OCCUR BY NO
LATER THAN MAY 25, 2010 AND (II) WITH RESPECT TO THE CALL FOR JUNE 2010, SUCH
CALL SHALL OCCUR BY NO LATER THAN JUNE 22, 2010) 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."
SECTION 2.
CONDITIONS PRECEDENT.
THIS AGREEMENT SHALL BECOME EFFECTIVE ON
THE DATE (THE "EFFECTIVE DATE") UPON WHICH (I) THE BANKRUPTCY COURT HAS ENTERED
THE FINAL ORDER IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT
AND (II) THE ADMINISTRATIVE AGENT HAS RECEIVED 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.
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