YEAR-END AUDIT
ADJUSTMENTS."
1.2
SECTION 6.01(C) OF THE CREDIT AGREEMENT IS HEREBY AMENDED AND RESTATED IN
ITS ENTIRETY TO READ AS FOLLOWS:
"(C)
MONTHLY FINANCIAL STATEMENTS.
AS SOON AS AVAILABLE AND IN ANY
EVENT WITHIN 30 DAYS AFTER THE CLOSE OF EACH FISCAL MONTH (PROVIDED THAT (I)
SUCH 30 DAY PERIOD SHALL BE EXTENDED TO 45 DAYS IN THE CASE OF THE FISCAL MONTH
ENDING ON THE LAST DAY OF A FISCAL YEAR OF FAIRPOINT (OTHER THAN WITH RESPECT TO
THE FISCAL MONTH ENDED DECEMBER 31, 2009, WHICH 45 DAY PERIOD SHALL BE EXTENDED
TO MARCH 30, 2010), (II) WITH RESPECT TO THE FISCAL MONTH ENDED JANUARY 31,
2010, SUCH 30 DAY PERIOD SHALL BE EXTENDED TO MARCH 30, 2010 AND (III) WITH
RESPECT TO THE FISCAL MONTH ENDED FEBRUARY 28, 2010, SUCH 30 DAY PERIOD SHALL BE
EXTENDED TO APRIL 15, 2010), COMMENCING WITH THE FIRST FISCAL MONTH ENDING AFTER
THE CLOSING DATE, THE CONSOLIDATED 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 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."
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