Exhibit 10.7
SIXTH AMENDMENT TO CREDIT AGREEMENT
AND FIRST AMENDMENT TO PLEDGE AGREEMENT
SIXTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO
PLEDGE AGREEMENT (collectively, this "Amendment") dated as of March 30, 2001,
among FAIRPOINT COMMUNICATIONS, INC. (f/k/a MJD Communications, Inc.), a
Delaware corporation (the "Borrower"), the lenders from time to time party to
the Credit Agreement referred to below (the "Lenders"), FIRST UNION NATIONAL
BANK, as Documentation Agent (the "Documentation Agent"), BANK OF AMERICA, N.A.
(f/k/a Bank of America National Trust and Savings Association, successor by
merger to Bank of America, N.A. f/k/a Nationsbank, N.A. successor by merger to
NATIONSBANK OF TEXAS, N.A.), as Syndication Agent (the "Syndication Agent"),
BANKERS TRUST COMPANY, as Administrative Agent (the "Administrative Agent" and,
together with the Documentation Agent and the Syndication Agent, collectively,
the "Agents") and BANKERS TRUST COMPANY, as Pledgee under the Pledge Agreement
referred to below (the "Pledgee"). 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, the Lenders and the Agents are parties
to a Credit Agreement, dated as of March 30, 1998 (as amended, modified or
supplemented to but not including the date hereof, the "Credit Agreement");
WHEREAS, the Borrower, various Subsidiaries of the Borrower
and the Pledgee are parties to a Pledge Agreement, dated as of March 30, 1998
(as amended, modified or supplemented to, but not including, the date hereof,
the "Pledge Agreement"); and
WHEREAS, subject to the terms and conditions of this
Amendment, the parties hereto wish to amend the Credit Agreement and the Pledge
Agreement, in each case as herein provided;
NOW, THEREFORE, it is agreed:
I. AMENDMENTS TO CREDIT AGREEMENT.
1. Section 1.01(a) of the Credit Agreement is hereby amended
by deleting said Section in its entirety and inserting the following new Section
1.01(a) in lieu thereof:
"(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 pursuant to one or more drawings on
and after the Closing Date and prior to the Initial B Termination Date,
provided that Initial B Term Loans incurred pursuant to Initial B Term
Commitments created pursuant to an Initial B Term Commitment Renewal
shall not be subject to
the foregoing but shall be made within the time frame specified in the
definition of Initial B Term Commitment Renewal, (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 all Initial B Term Loans made as part of the same
Borrowing shall, unless specifically provided herein, consist of Loans
of the same Type and (iii) shall not exceed in aggregate principal
amount for any Lender in respect of any incurrence of Initial B Term
Loans the Initial B Term Commitment, if any, of such Lender as in
effect immediately prior to such incurrence. Once repaid, Initial B
Term Loans may not be reborrowed, provided that Initial B Term Loans
may be subsequently incurred to the extent of the Initial B Term
Commitments created pursuant to the Initial B Term Commitment
Renewal.".
2. Section 1.01(b) of the Credit Agreement is hereby amended
by deleting said Section in its entirety and inserting the following new Section
1.01(b) in lieu thereof:
"(b) Loans under the Initial C Term Facility shall be made
pursuant to the Total Initial C Term Commitment (each, an "Initial C
Term Loan-Floating Rate" and, collectively, the "Initial C Term
Loans-Floating Rate") and pursuant to the CoBank Commitment (each, a "C
Term Loan-Fixed Rate" and, collectively, the "C Term Loans-Fixed
Rate"), with (A) the Initial C Term Loans-Floating Rate (i) to be made
to the Borrower pursuant to a single drawing on the Closing Date (and
not thereafter), (ii) except as hereinafter provided, and, in any
event, at the option of the Borrower, to be incurred and maintained as,
and/or converted into, Base Rate Loans or Eurodollar Loans, provided
that all Initial C Term Loans-Floating Rate made as part of the same
Borrowing shall, unless specifically provided herein, consist of Loans
of the same Type and (iii) not to exceed in aggregate principal amount
for any Lender at the time of incurrence of Initial C Term
Loans-Floating Rate on the Closing Date the Initial C Term Commitment,
if any, of such Lender as in effect on such date immediately prior to
such incurrence and (B) the C Term Loans-Fixed Rate to be made to the
Borrower by CoBank on the Closing Date (and not thereafter) by
converting the CoBank Continuing Loans into C Term Loans-Fixed Rate in
the aggregate amount of the CoBank Commitment. Once repaid, Initial C
Term Loans-Floating Rate and C-Term Loans-Fixed Rate may not be
reborrowed.".
3. Section 1.01 of the Credit Agreement is hereby amended by
inserting the following new clauses (e) and (f) at the end of said Section:
"(e) Subject to Section 1.14 and the other terms and
conditions set forth herein, Loans under the Incremental B Term
Facility (each, an "Incremental B Term Loan" and, collectively, the
"Incremental B Term Loans") (i) shall be made to the Borrower pursuant
to a single drawing on the respective Incremental B Term Borrowing Date
(which date, in any event, shall be the date of effectiveness of the
applicable Incremental Term Loan Commitment Agreement pursuant to which
such Incremental B Term Loans are to be made and shall not be later
than the Incremental Term Commitment Termination 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
-2-
all Incremental B Term Loans made as part of the same Borrowing shall,
unless specifically provided herein, consist of Loans of the same Type
and (iii) shall not exceed in aggregate principal amount for any Lender
in respect of any incurrence of Incremental B Term Loans the
Incremental B Term Commitment, if any, of such Lender as in effect
immediately prior to such incurrence. Once repaid, Incremental B Term
Loans may not be reborrowed.
(f) Subject to Section 1.14 and the other terms and conditions
set forth herein, Loans under the Incremental C Term Facility (each, an
"Incremental C Term Loan" and, collectively, the "Incremental C Term
Loans") (i) shall be made to the Borrower pursuant to a single drawing
on the respective Incremental C Term Borrowing Date (which date, in any
event, shall be the date of effectiveness of the applicable Incremental
Term Loan Commitment Agreement pursuant to which such Incremental C
Term Loans are to be made and shall not be later than the Incremental
Term Commitment Termination 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 all Incremental C Term Loans made as part of the same Borrowing
shall, unless specifically provided herein, consist of Loans of the
same Type and (iii) shall not exceed in aggregate principal amount for
any Lender in respect of any incurrence of Incremental C Term Loans the
Incremental C Term Commitment, if any, of such Lender as in effect
immediately prior to such incurrence. Once repaid, Incremental C Term
Loans may not be reborrowed.".
4. Section 1.05(b) of the Credit Agreement is hereby amended
by (i) inserting the text "(or, if issued after the Closing Date, be dated the
date of the issuance thereof)" immediately following the text "Closing Date" in
subclause (ii) of said Section and (ii) deleting the parenthetical appearing in
subclause (iii) of said Section and inserting the text "(or, if issued after the
Closing Date, be in a stated principal amount equal to the outstanding principal
amount of B Term Loans of such Lender at such time)" in lieu thereof.
5. Section 1.05(c) of the Credit Agreement is hereby amended
by (i) inserting the text "(or, if issued after the Closing Date, be dated the
date of the issuance thereof)" immediately following the text "Closing Date" in
subclause (ii) of said Section and (ii) deleting the parenthetical appearing in
subclause (iii) of said Section and inserting the text "(or, if issued after the
Closing Date, be in a stated principal amount equal to the outstanding principal
amount of C Term Loans-Floating Rate of such Lender at such time)" in lieu
thereof.
6. Section 1.07 of the Credit Agreement is hereby amended by
deleting the first sentence of said Section in its entirety and inserting the
following new sentence in lieu thereof:
"All Loans under this Agreement (other than C Term Loans-Fixed
Rate) shall be made by the Lenders PRO RATA on the basis of their
Initial B Term Commitments, Incremental B Term Commitments, Initial C
Term Commitments, Incremental C Term
-3-
Commitments, Revolving Commitments or Acquisition Commitments, as the
case may be, if any.".
7. Section 1 of the Credit Agreement is hereby amended by
inserting the following new Section 1.14 immediately after Section 1.13
appearing therein:
"1.14. INCREMENTAL TERM COMMITMENTS. (a) So long as no Default
or Event of Default then exists or would result therefrom, the Borrower
shall, in consultation with the Administrative Agent, have the right to
request on one or more occasions on and after the Sixth Amendment
Effective Date and prior to the Incremental Term Commitment Termination
Date that one or more Lenders (and/or one or more other Persons which
will become Lenders as provided below) provide Incremental B Term
Commitments and/or Incremental C Term Commitments and, subject to the
terms and conditions contained in this Agreement, make Incremental B
Term Loans and/or Incremental C Term Loans pursuant thereto, as the
case may be, it being understood and agreed, however, that (i) no
Lender shall be obligated to provide an Incremental Term Commitment as
a result of any such request by the Borrower, and until such time, if
any, as such Lender has agreed in its sole discretion to provide an
Incremental Term Commitment and executed and delivered to the
Administrative Agent an Incremental Term Loan Commitment Agreement as
provided in clause (b) of this Section 1.14, such Lender shall not be
obligated to fund any Incremental B Term Loans and/or Incremental C
Term Loans, as the case may be, (ii) any Lender (or, in the
circumstances contemplated by clause (vii) below, any other Person
which will qualify as an Eligible Transferee) may so provide an
Incremental Term Commitment without the consent of any other Lender,
(iii) each provision of Incremental Term Commitments pursuant to this
Section 1.14 on a given date shall be in a minimum aggregate amount
(for all Lenders (including in the circumstances contemplated by clause
(vii) below, Eligible Transferees who will become Lenders)) of at least
$30,000,000, (iv) the aggregate amount of all Incremental Term
Commitments permitted to be provided pursuant to this Section 1.14 and
the aggregate principal amount of all Incremental Term Loans permitted
to be made pursuant to Sections 1.01(e) and (f) shall not, in either
case, exceed $150,000,000, (v) the relevant Incremental Term Loan
Commitment Agreements shall specifically set forth whether the
Incremental Term Commitments in respect thereof shall constitute either
Incremental B Term Commitments or Incremental C Term Commitments, (vi)
the upfront fees payable in respect of the relevant Incremental Term
Commitments, the applicable voluntary prepayment premiums (if any)
payable in respect of the Incremental B Term Loans and/or Incremental C
Term Loans and the interest rate margin applicable to the Incremental B
Term Loans and/or Incremental C Term Loans shall be as set forth in the
relevant Incremental Term Loan Commitment Agreement; PROVIDED that in
no event shall the applicable interest rate margin set forth in any
such Incremental Term Loan Commitment Agreement for any Incremental
Term Loans exceed the Applicable Base Rate Margin or Applicable
Eurodollar Margin (in each case, as in effect on the Sixth Amendment
Effective Date) by more than 1.00%, (vii) if, within 10 Business Days
after the Borrower has requested the then existing Lenders (other than
Defaulting Lenders) to provide Incremental Term Commitments pursuant to
this Section 1.14 the Borrower has not received Incremental Term
Commitments in an aggregate
-4-
amount equal to that amount of Incremental Term Commitments which the
Borrower desires to obtain pursuant to such request (as set forth in
the notice provided by the Borrower as provided below), then the
Borrower may, with the consent of the Administrative Agent (which
consent shall not be unreasonably withheld or delayed), request
Incremental Term Commitments from Persons which would qualify as
Eligible Transferees hereunder in an aggregate amount equal to such
deficiency (and with the fees to be paid to such Eligible Transferee to
be no greater than that to be paid to the then existing Lenders
providing Incremental Term Commitments), (viii) on each Incremental
Term Borrowing Date, each of the Administrative Agent and each trustee
for the Permitted Subordinated Debt shall have received an officer's
certificate from the chief financial officer of the Borrower in form
and substance reasonably satisfactory to the Administrative Agent,
which certificate shall (I) contain a representation and warranty that
(x) the Borrowing of Incremental B Term Loans and/or Incremental C Term
Loans (and the incurrence of Liens by the Borrower and the Subsidiary
Guarantors to secure such Obligations) do not conflict and are not
inconsistent with and do not result in any breach or violation of, any
of the terms, covenants, conditions or provisions of, or constitute a
default under, any terms of any Permitted Subordinated Debt or the
documentation governing the same, (y) after giving effect to the
incurrence of such Loans, all of the Obligations constitute "Senior
Debt" under the documentation governing the Permitted Subordinated Debt
and (z) the respective Incremental Term Loans are being incurred under
the documentation governing each incurrence of Permitted Subordinated
Debt in reliance on the "Leverage Ratio" incurrence test referred to
therein and subclause (II) below (and that the Borrower will not take a
contrary position for any purpose), (II) certify that the Borrower is
in compliance with a Leverage Ratio (as defined in the documentation
governing the respective Permitted Subordinated Debt) of not greater
than 7.0:1.0 (after giving PRO FORMA effect to the incurrence of the
Incremental Term Loans to be incurred and as determined in accordance
with the requirements of the documentation governing the respective
Permitted Subordinated Debt), (III) be accompanied by financial
calculations in form and substance reasonably satisfactory to the
Administrative Agent establishing compliance with the Leverage Ratio
referred to in preceding clause (II) and (IV) certify compliance with
the requirements of the documentation governing all Permitted
Subordinated Debt and all applicable covenants contained therein; and
(ix) all actions taken by the Borrower pursuant to this Section 1.14
shall be done in coordination with the Administrative Agent.
(b) At the time of any provision of Incremental Term
Commitments pursuant to this Section 1.14, (i) the Borrower, the
Administrative Agent and each such Lender or other Eligible Transferee
(each, an "Incremental Term Lender") which agrees to provide an
Incremental Term Commitment shall execute and deliver to the
Administrative Agent an Incremental Term Loan Commitment Agreement
substantially in the form of Exhibit L (appropriately completed), with
the effectiveness of such Incremental Term Lender's Incremental Term
Commitment to occur upon delivery of such Incremental Term Loan
Commitment Agreement to the Administrative Agent and the payment of any
fees (including, without limitation, any fees payable pursuant to
clause (ii) below) required in connection therewith, (ii) the
Administrative Agent shall receive from the Borrower (or,
-5-
to the extent agreed to by the Borrower and the respective Incremental
Term Lender, from such respective Incremental Term Lender) the payment
of a non-refundable fee of $3,500 for each Eligible Transferee which
becomes a Lender pursuant to this Section 1.14 and (iii) the Borrower
shall deliver to the Administrative Agent an opinion or opinions, in
form and substance reasonably satisfactory to the Administrative Agent,
from counsel to the Borrower reasonably satisfactory to the
Administrative Agent and dated such date, covering such of the matters
set forth in the opinions of counsel delivered to the Administrative
Agent on the Closing Date pursuant to Section 4.01(b) as may be
reasonably requested by the Administrative Agent, and such other
matters as the Administrative Agent may reasonably request (including
an opinion as to no conflict with all Permitted Subordinated Debt and
the documentation governing the same). The Administrative Agent shall
promptly notify each Lender as to the effectiveness of each Incremental
Term Loan Commitment Agreement, and (i) at such time Annex I shall be
deemed modified to reflect the Incremental B Term Commitments and/or
Incremental C Term Commitments, as the case may be, of such Incremental
Term Lenders and (ii) to the extent requested by such Incremental Term
Lenders, B Term Notes and/or C Term Notes-Floating Rate will be issued,
at the Borrower's expense, to such Incremental Term Lenders, to be in
conformity with the requirements of Section 1.05 (with appropriate
modifications) to the extent needed to reflect the new Incremental Term
Loans made by such Incremental Term Lenders.
(c) In connection with each incurrence of Incremental B Term
Loans pursuant to Section 1.01(e) or Incremental C Term Loans pursuant
to Section 1.01(f), the Lenders and the Borrower hereby agree that,
notwithstanding anything to the contrary contained in this Agreement,
the Borrower and the Administrative Agent may take all such actions as
may be necessary to ensure that all Lenders with outstanding B Term
Loans and C Term Loans-Floating Rate, as the case may be, continue to
participate in each Borrowing of outstanding B Term Loans and C Term
Loans-Floating Rate (after giving effect to the incurrence of
Incremental B Term Loans or Incremental C Term Loans pursuant to
Section 1.01(e) or (f), as the case may be) on a PRO RATA basis,
including by adding the Incremental B Term Loans or the Incremental C
Term Loans to be so incurred to the then outstanding Borrowings of B
Term Loans or C Term Loans-Floating Rate, as the case may be, on a PRO
RATA basis even though as a result thereof such new Incremental B Term
Loan or Incremental C Term Loan, as the case may be (to the extent
required to be maintained as Eurodollar Loans), may effectively have a
shorter Interest Period than the then outstanding Borrowings of B Term
Loans or C Term Loans-Floating Rate, as the case may be, and it is
hereby agreed that (x) to the extent any then outstanding Borrowings of
B Term Loans or C Term Loans-Floating Rate that are maintained as
Eurodollar Loans are affected as a result thereof, any costs of the
type described in Section 1.11 incurred by such Lenders in connection
therewith shall be for the account of the Borrower or (y) to the extent
the Incremental B Term Loans and Incremental C Term Loans to be so
incurred are added to the then outstanding Borrowings of B Term Loans
or C Term Loans-Floating Rate, as the case may be, which are maintained
as Eurodollar Loans, the Lenders that have made such additional
Incremental B Term Loans or Incremental C Term Loans, as the case may
be, shall be entitled to receive an effective
-6-
interest rate on such additional Incremental B Term Loans or
Incremental C Term Loans, as the case may be, as is equal to the
Eurodollar Rate as in effect two Business Days prior to the incurrence
of such additional Incremental B Term Loans or Incremental C Term
Loans, as the case may be, plus the then Applicable Eurodollar Margin
for such Term Loans until the end of the respective Interest Period or
Interest Periods with respect thereto."
8. Section 2.01 of the Credit Agreement is hereby amended by
inserting the following new clause (f) at the end of said Section:
"(f) All voluntary prepayments of principal of B Term Loans
and C Term Loans-Floating Rate, in each case made on or after the
occurrence of the first Incremental Term Borrowing Date to occur after
the Sixth Amendment Effective Date and prior to the second anniversary
of such Incremental Term Borrowing Date, will be subject to payment to
the Administrative Agent, for the ratable account of each Lender with
outstanding B Term Loans and each Lender with outstanding C Term
Loans-Floating Rate, of a fee as follows: (x) if prior to the first
anniversary of the first Incremental Term Borrowing Date to occur after
the Sixth Amendment Effective Date, an amount equal to the Specified
Prepayment Premium Percentage of the aggregate principal amount of such
prepayment and (y) if payable on or after the first anniversary of the
first Incremental Term Borrowing Date to occur after the Sixth
Amendment Effective Date and prior to the second anniversary of such
Incremental Term Borrowing Date, an amount equal to the Specified
Prepayment Premium Percentage of the aggregate principal amount of such
prepayment. Such prepayment fees shall be due and payable upon the date
of any voluntary prepayment of such Term Loans.".
9. Section 2.02(a) of the Credit Agreement is hereby amended
by (i) deleting the comma appearing at the end of clause (x) of said Section and
inserting the word "and" in lieu thereof and (ii) deleting the text "any
reduction of the Total Revolving Commitment or Total Acquisition Commitment, as
the case may be, pursuant to this Section 2.02(a) shall reduce the then
remaining Scheduled Reductions applicable thereto PRO RATA and (z)" appearing in
said Section.
10. Section 2.03(a) of the Credit Agreement is hereby amended
by deleting the text "The Total Commitment (and the Commitment of each Lender)"
appearing in said Section and inserting the text "The Total Initial B Term
Commitment, the Total Initial C Term Commitment, the Co-Bank Commitment, the
Total Revolving Commitment and the Total Acquisition Commitment (and the Initial
B Term Commitment, Initial C Term Commitment, Co-Bank Commitment, Revolving
Commitment and Acquisition Commitment of each Lender with such a Commitment)" in
lieu thereof.
11. Section 2.03(b) of the Credit Agreement is hereby amended
by deleting said Section in its entirety and inserting the following new Section
2.03(b) in lieu thereof:
"(b) The Total Initial B Term Commitment shall (i) be reduced
on the date any Initial B Term Loans are incurred in an amount equal to
the aggregate principal amount
-7-
of Initial B Term Loans so incurred, (ii) terminate in its entirety (to
the extent not theretofore terminated) at 5:00 P.M. (New York time) on
the Initial B Termination Date, whether or not any Initial B Term Loans
are incurred on such date, (iii) until terminated in full, be reduced
on each day on which Initial B Term Loans, if still outstanding, would
be required to be repaid pursuant to Sections 3.02(A)(c), (e) and (f)
by the amount, if any, by which the amount required to be applied
pursuant to said Sections to repay Initial B Term Loans (determined as
if an unlimited amount of Initial B Term Loans were actually
outstanding) exceeds the aggregate principal amount of Initial B Term
Loans being repaid, (iv) terminate in its entirety (to the extent not
theretofore terminated) on the date of the initial issuance of any
Permitted Subordinated Debt, (v) terminate in its entirety on the day
on which a Change of Control occurs and (vi) be increased after any
Initial B Term Loans have been mandatorily repaid pursuant to Section
3.02 or the Total Initial B Term Loan Commitment has been reduced
pursuant to clause (iii) or (iv) above in the aggregate amount of such
repayment and/or reduction to the extent new Initial B Term Commitments
are provided pursuant to an Initial B Term Commitment Renewal.".
12. Section 2.03(c) of the Credit Agreement is hereby amended
by inserting the word "Initial" (i) immediately following the word "Total" and
(ii) immediately preceding the text "C Term Loans-Floating Rate", in each case
appearing in said Section.
13. Section 2.03(d) of the Credit Agreement is hereby amended
by deleting said Section in its entirety and inserting the following new Section
2.03(d) in lieu thereof:
"(d) The Incremental B Term Commitment of each Lender provided
pursuant to a particular Incremental Term Loan Commitment Agreement
shall terminate in its entirety on the respective Incremental B Term
Borrowing Date for such Incremental Term Loan Commitment Agreement
(after giving effect to the incurrence of the Incremental B Term Loans
on each such date).".
14. Section 2.03(e) of the Credit Agreement is hereby amended
by deleting said Section in its entirety and inserting the following new Section
2.03(e) in lieu thereof:
"(e) The Incremental C Term Commitment of each Lender provided
pursuant to a particular Incremental Term Loan Commitment Agreement
shall terminate in its entirety on the respective Incremental C Term
Borrowing Date for such Incremental Term Loan Commitment Agreement
(after giving effect to the incurrence of the Incremental C Term Loans
on each such date).".
15. Section 3.01 of the Credit Agreement is hereby amended by
(i) deleting the word "and" immediately prior to the text "(iv)" appearing in
said Section and (ii) inserting the following text at the end of said Section:
"; and (v) each prepayment of B Term Loans and C Term
Loans-Floating Rate pursuant to this Section 3.01 made on or after the
occurrence of the first Incremental Term Borrowing Date to occur after
the Sixth Amendment Effective Date and prior to the
-8-
second anniversary of such Incremental Term Borrowing Date shall be
subject to the payment of the fee described in Section 2.01(f)".
16. Section 3.02(A)(b)(i) of the Credit Agreement is hereby
amended by (i) deleting the table appearing in said Section in its entirety and
inserting the following new table in lieu thereof:
"DATE AMOUNT
---- ------
June 30, 1998 $ 171,967.35
September 30, 1998 $ 171,967.35
December 31, 1998 $ 171,967.35
March 31, 1999 $ 171,967.35
June 30, 1999 $ 171,967.35
September 30, 1999 $ 171,967.35
December 31, 1999 $ 171,967.35
March 31, 2000 $ 171,967.35
June 30, 2000 $ 171,967.35
September 30, 2000 $ 171,967.35
December 31, 2000 $ 171,967.35
March 31, 2001 $ 171,967.35
June 30, 2001 $ 171,967.35
September 30, 2001 $ 171,967.35
December 31, 2001 $ 171,967.35
March 31, 2002 $ 171,967.35
June 30, 2002 $ 171,967.35
September 30, 2002 $ 171,967.35
December 31, 2002 $ 171,967.35
March 31, 2003 $ 171,967.35
June 30, 2003 $ 171,967.35
September 30, 2003 $ 171,967.35
December 31, 2003 $ 171,967.35
March 31, 2004 $ 171,967.35
June 30, 2004 $ 171,967.35
September 30, 2004 $ 171,967.35
December 31, 2004 $ 10,719,297.50
March 31, 2005 $ 10,719,297.50
June 30, 2005 $ 10,719,297.50
September 30, 2005 $ 10,719,297.50
-9-
"DATE AMOUNT
---- ------
December 31, 2005 $ 10,719,297.50
B Maturity Date $ 10,719,302.10
and (ii) deleting the proviso appearing at the end of said Section and inserting
the following sentence in lieu thereof:
"In the event that the Borrower incurs any Incremental B Term
Loans pursuant to Section 1.01(e), then (i) each of the foregoing
Scheduled Repayments occurring after the date of such incurrence
through and including September 30, 2004 shall be increased by 0.25% of
the aggregate principal amount of the Incremental B Term Loans so
incurred and (ii) each of the foregoing Scheduled Repayments occurring
after September 30, 2004 shall be increased by an amount equal to (x)
the aggregate principal amount of the Incremental B Term Loans so
incurred less the portion thereof allocated to the foregoing Scheduled
Repayments as provided in the preceding clause (i) divided by (y) 6.".
17. Section 3.02(A)(b)(ii) is hereby amended by (i) deleting
the table appearing in said Section in its entirety and inserting the following
new table in lieu thereof:
Floating Rate Fixed Rate
"Date Amount Amount
------------------------- ------------------- -------------------
April 1, 1998 $ 0 $ 313,567
June 30, 1998 $ 58,734 $ 301,638
September 30, 1998 $ 58,734 $ 307,321
December 31, 1998 $ 58,734 $ 330,617
March 31, 1999 $ 58,734 $ 336,530
June 30, 1999 $ 58,734 $ 342,560
September 30, 1999 $ 58,734 $ 348,712
December 31, 1999 $ 58,734 $ 363,736
March 31, 2000 $ 58,734 $ 370,135
June 30, 2000 $ 58,734 $ 376,663
September 30, 2000 $ 58,734 $ 383,321
December 31, 2000 $ 58,734 $ 402,613
March 31, 2001 $ 58,734 $ 409,540
June 30, 2001 $ 58,734 $ 416,606
September 30, 2001 $ 58,734 $ 515,704
December 31, 2001 $ 58,734 $ 529,893
March 31, 2002 $ 58,734 $ 539,266
-10-
Floating Rate Fixed Rate
"Date Amount Amount
------------------------- ------------------- -------------------
June 30, 2002 $ 58,734 $ 548,826
September 30, 2002 $ 58,734 $ 521,965
December 31, 2002 $ 58,734 $ 531,665
March 31, 2003 $ 58,734 $ 541,567
June 30, 2003 $ 58,734 $ 551,674
September 30, 2003 $ 58,734 $ 561,990
December 31, 2003 $ 58,734 $ 572,520
March 31, 2004 $ 58,734 $ 583,267
June 30, 2004 $ 58,734 $ 594,237
September 30, 2004 $ 58,734 $ 49,807
December 31, 2004 $ 58,734 $ 49,807
March 31, 2005 $ 58,734 $ 49,807
June 30, 2005 $ 2,731,131 $ 4,970,106
September 30, 2005 $ 2,731,131 $ 4,970,106
December 31, 2005 $ 2,731,131 $ 4,970,106
March 31, 2006 $ 2,731,131 $ 4,970,106
June 30, 2006 $ 2,731,131 $ 4,970,106
September 30, 2006 $ 2,731,131 $ 4,970,106
December 31, 2006 $ 2,731,131 $ 4,970,106
C Maturity Date $ 2,731,126.82 $ 4,970,106".
and (ii) inserting the following sentence at the end of said Section:
"In the event that the Borrower incurs any Incremental C Term
Loans pursuant to Section 1.01(f), then (i) each of the Scheduled
Repayments for C Term Loans-Floating Rate occurring after the date of
such incurrence through and including March 31, 2005 shall be increased
by 0.25% of the aggregate principal amount of the Incremental C Term
Loans so incurred and (ii) each of the Scheduled Repayments for C Term
Loans-Floating Rate occurring after March 31, 2005 shall be increased
by an amount equal to (x) the aggregate principal amount of the
Incremental C Term Loans so incurred less the portion thereof allocated
to the Scheduled Repayments for C Term Loans-Floating Rate as provided
in the preceding clause (i) divided by (y) 8.".
18. Section 5.05(a) of the Credit Agreement is hereby amended
by inserting the text "(other than Incremental B Term Loans and Incremental C
Term Loans)" immediately after the text "all Term Loans" appearing in said
Section.
-11-
19. Section 5.05(c) of the Credit Agreement is hereby amended
by deleting said Section in its entirety and inserting the following new Section
5.05(c) in lieu thereof:
"(c) The proceeds of AF Loans may only be used (x) for working
capital requirements, (y) to finance capital expenditure requirements
(including Permitted CLEC Expenditures) and Permitted Acquisitions
and/or (z) to repay RF Loans.".
20. Section 5.05 of the Credit Agreement is hereby further
amended by inserting the following new Section 5.05(e) immediately following
Section 5.05(d) thereof:
"(e) The proceeds of all Incremental Term Loans shall be
utilized on the date of incurrence of such Loans for the same purposes
as AF Loans specified in Section 5.05(c) above."
21. Section 7.11(b) of the Credit Agreement is hereby amended
by deleting the table appearing in said Section in its entirety and inserting
the following new table in lieu thereof:
"FISCAL QUARTER ENDING RATIO
---------------------- -----
Trigger Date through 1.50 to 1.0
March 31, 2003
June 30, 2003 1.60 to 1.0
through September 31, 2003
December 31, 2003 1.65 to 1.0
through March 31, 2004
June 30, 2004 through 1.75 to 1.0
December 31, 2004
Thereafter 2.0 to 1.0
22. Section 7.12(b) of the Credit Agreement is hereby amended
by deleting the table appearing in said Section in its entirety and inserting
the following new table in lieu thereof:
"FISCAL QUARTER ENDING RATIO
---------------------- -----
Trigger Date through 6.50 to 1.0
September 30, 2002
December 31, 2002 6.25 to 1.0
-12-
through March 31, 2003
June 30, 2003 6.00 to 1.0
through September 30, 2003
December 31, 2003 5.75 to 1.0
through March 31, 2004
Thereafter 5.50 to 1.0".
23. Section 7.13(b) of the Credit Agreement is hereby amended
by deleting the table appearing in said Section in its entirety and inserting
the following new table in lieu thereof:
"FISCAL QUARTER ENDING RATIO
---------------------- -----
Trigger Date
through September 30, 2002 4.00 to 1.0
December 31, 2002
through September 30, 2003 3.50 to 1.0
Thereafter 3.25 to 1.0".
24. The definition of "Credit Documents" appearing in Section
9 of the Credit Agreement is hereby amended by (i) deleting the word "and"
appearing in said definition and inserting a comma in lieu thereof and (ii)
inserting the text "and each Incremental Term Loan Commitment Agreement"
immediately following the text "Subsidiary Guaranty" appearing in said
definition.
25. Section 9 of the Credit Agreement is hereby further
amended by (i) deleting the definitions of "Applicable Base Rate Margin",
"Applicable CC Percentage", "Applicable Eurodollar Margin", "B Term Commitment",
"B Term Commitment Renewal", "B Term Facility", "B Termination Date", "B Term
Loan", "Borrowing", "C Term Commitment", "C Term Facility", "C Term Loan", "C
Term Loans-Floating Rate", "Margin Reduction Discount", "Scheduled Reductions",
and "Total Term Commitment" appearing in said Section and (ii) inserting in the
appropriate alphabetical order the following new definitions:
"Applicable Base Rate Margin" shall mean (i) in the case of AF
Loans and RF Loans, 1.75% LESS the Margin Reduction Discount, if any,
(ii) in the case of B Term Loans, 2.25% LESS the Margin Reduction
Discount, if any and (iii) in the case of C Term Loans-Floating Rate,
2.50% LESS the Margin Reduction Discount, if any; PROVIDED that:
-13-
(I) on each Incremental B Term Borrowing Date, in the
event that the "Applicable Base Rate Margin" as set forth in
the Incremental Term Loan Commitment Agreement of the
Incremental Term Lender(s) providing an Incremental B Term
Commitment on such date exceeds the Applicable Base Rate
Margin for B Term Loans then in effect under this Agreement
(immediately prior to giving effect to such Incremental B Term
Borrowing Date but after giving effect to any prior increases
thereto (whether pursuant to this clause (I) or clause (II)
below)), (x) in the case of B Term Loans, the "Applicable Base
Rate Margin" for such Loans as used herein shall be increased
on such Incremental B Term Borrowing Date to (and thereafter
be, until the same is further increased pursuant to this
clause (I) or clause (II) below) the Applicable Base Rate
Margin set forth in such Incremental Term Loan Commitment
Agreement, and (y) in the case of C Term Loans-Floating Rate,
the "Applicable Base Rate Margin" for such Loans as used
herein shall be increased on such Incremental B Term Borrowing
Date by an amount equal to the remainder of (i) the Applicable
Base Rate Margin for B Term Loans on such Incremental B Term
Borrowing Date as determined pursuant to preceding subclause
(x) LESS (ii) the Applicable Base Rate Margin for B Term Loans
as in effect immediately prior to such Incremental B Term
Borrowing Date (and the application of this clause (I) on such
Incremental B Term Borrowing Date); and
(II) on each Incremental C Term Borrowing Date, in
the event that the "Applicable Base Rate Margin" as set forth
in the Incremental Term Loan Commitment Agreement of the
Incremental Term Lender(s) providing an Incremental C Term
Commitment on such date exceeds the Applicable Base Rate
Margin for C Term Loans-Floating Rate then in effect under
this Agreement (immediately prior to giving effect to such
Incremental C Term Borrowing Date but after giving effect to
any prior increases thereto (whether pursuant to this clause
(II) or clause (I) above and including any increase pursuant
to clause (I) above on such date as contemplated by the
immediately succeeding proviso)), (x) in the case of C Term
Loans-Floating Rate, the "Applicable Base Rate Margin" for
such Loans as used herein shall be increased on such
Incremental C Term Borrowing Date to (and thereafter be, until
the same is further increased pursuant to this clause (II) or
clause (I) above) the Applicable Base Rate Margin set forth in
such Incremental Term Loan Commitment Agreement, and (y) in
the case of B Term Loans, the "Applicable Base Rate Margin"
for such Loans as used herein shall be increased on such
Incremental C Term Borrowing Date by an amount equal to the
remainder of (i) the Applicable Base Rate Margin for C Term
Loans-Floating Rate on such Incremental C Term Borrowing Date
as determined pursuant to preceding subclause (x) LESS (ii)
the Applicable Base Rate Margin for C Term Loans-Floating Rate
as in effect immediately prior to such Incremental C Term
Borrowing Date (and the application of this clause (II) on
such Incremental C Term Borrowing Date) (or, in the case of
the first Incremental C Term Borrowing Date only, 2.50%);
-14-
PROVIDED FURTHER that in the event an Incremental B Term Borrowing Date
and an Incremental C Term Borrowing Date occur on the same date, for
purposes of determining the "Applicable Base Rate Margin" for B Term
Loans and C Term Loans Floating Rate as provided above (and for
purposes of avoiding any duplicative increases thereto as a result of
the preceding proviso), (i) clause (I) of the preceding proviso shall
first be applied as if the respective Incremental B Term Borrowing Date
had occurred immediately prior to the respective Incremental C Term
Borrowing Date and (ii) clause (II) of the preceding proviso shall
thereafter be applied as if the respective Incremental C Term Borrowing
Date had occurred immediately after such Incremental B Term Borrowing
Date.
"Applicable CC Percentage" shall mean, for any day, a
percentage equal to (i) in the case of RF Loans, (x) if the unutilized
portion of the Total Revolving Commitment on such day is less than 50%
of the Total Revolving Commitment on such day, 0.50% and (y) if the
unutilized portion of the Total Revolving Commitment on such day equals
or exceeds 50% of the Total Revolving Commitment on such day, 0.75% and
(ii) in the case of AF Loans, (x) if the unutilized portion of the
Total Acquisition Commitment on such day is less than 50% of the Total
Acquisition Commitment on such day, 0.50% and (y) if the unutilized
portion of the Total Acquisition Commitment on such day equals or
exceeds 50% of the Total Acquisition Commitment on such day, 0.75%.
"Applicable Eurodollar Margin" shall mean (i) in the case of
AF Loans and RF Loans, 2.75% LESS the Margin Reduction Discount, if
any, (ii) in the case of B Term Loans, 3.25% LESS the Margin Reduction
Discount, if any and (iii) in the case of C Term Loans-Floating Rate,
3.50% LESS the Margin Reduction Discount, if any; PROVIDED that:
(I) on each Incremental B Term Borrowing Date, in the
event that the "Applicable Eurodollar Margin" as set forth in
the Incremental Term Loan Commitment Agreement of the
Incremental Term Lender(s) providing an Incremental B Term
Commitment on such date exceeds the Applicable Eurodollar
Margin for B Term Loans then in effect under this Agreement
(immediately prior to giving effect to such Incremental B Term
Borrowing Date but after giving effect to any prior increases
thereto (whether pursuant to this clause (I) or clause (II)
below)), (x) in the case of B Term Loans, the "Applicable
Eurodollar Margin" for such Loans as used herein shall be
increased on such Incremental B Term Borrowing Date to (and
thereafter be, until the same is further increased pursuant to
this clause (I) or clause (II) below) the Applicable
Eurodollar Margin set forth in such Incremental Term Loan
Commitment Agreement, and (y) in the case of C Term
Loans-Floating Rate, the "Applicable Eurodollar Margin" for
such Loans as used herein shall be increased on such
Incremental B Term Borrowing Date by an amount equal to the
remainder of (i) the Applicable Eurodollar Margin for B Term
Loans on such Incremental B Term Borrowing Date as determined
pursuant to preceding subclause (x) LESS (ii) the Applicable
Eurodollar Margin for B Term Loans as in effect immediately
prior to such Incremental B Term Borrowing Date
-15-
(and the application of this clause (I) on such Incremental B
Term Borrowing Date); and
(II) on each Incremental C Term Borrowing Date, in
the event that the "Applicable Eurodollar Margin" as set forth
in the Incremental Term Loan Commitment Agreement of the
Incremental Term Lender(s) providing an Incremental C Term
Commitment on such date exceeds the Applicable Eurodollar
Margin for C Term Loans-Floating Rate then in effect under
this Agreement (immediately prior to giving effect to such
Incremental C Term Borrowing Date but after giving effect to
any prior increases thereto (whether pursuant to this clause
(II) or clause (I) above and including any increase pursuant
to clause (I) above on such date as contemplated by the
succeeding proviso)), (x) in the case of C Term Loans-Floating
Rate, the "Applicable Eurodollar Margin" for such Loans as
used herein shall be increased on such Incremental C Term
Borrowing Date to (and thereafter be, until the same is
further increased pursuant to this clause (II) or clause (I)
above) the Applicable Eurodollar Margin set forth in such
Incremental Term Loan Commitment Agreement, and (y) in the
case of B Term Loans, the "Applicable Eurodollar Margin" for
such Loans as used herein shall be increased on such
Incremental C Term Borrowing Date by an amount equal to the
remainder of (i) the Applicable Eurodollar Margin for C Term
Loans-Floating Rate on such Incremental C Term Borrowing Date
as determined pursuant to preceding subclause (x) LESS (ii)
the Applicable Eurodollar Margin for C Term Loans-Floating
Rate as in effect immediately prior to such Incremental C Term
Borrowing Date (and the application of this clause (II) on
such Incremental C Term Borrowing Date) (or, in the case of
the first Incremental C Term Borrowing Date only, 3.50%);
PROVIDED FURTHER that in the event an Incremental B Term Borrowing Date
and an Incremental C Term Borrowing Date occur on the same date, for
purposes of determining the "Applicable Eurodollar Margin" for B Term
Loans and C Term Loans Floating Rate as provided above (and for
purposes of avoiding any duplicative increases thereto as a result of
the preceding proviso), (i) clause (I) of the preceding proviso shall
first be applied as if the respective Incremental B Term Borrowing Date
had occurred immediately prior to the respective Incremental C Term
Borrowing Date and (ii) clause (II) of the preceding proviso shall
thereafter be applied as if the respective Incremental C Term Borrowing
Date had occurred immediately after such Incremental B Term Borrowing
Date.
"Borrowing" shall mean the incurrence of Base Rate Loans or
Eurodollar Loans pursuant to a single Facility by the Borrower from the
Lenders having Commitments with respect to such Facility on a PRO RATA
basis on a given date (or resulting from conversions on a given date),
having in the case of Eurodollar Loans the same Interest Period;
PROVIDED that (x) Base Rate Loans incurred pursuant to Section 1.10(b)
shall be considered part of any related Borrowing of Eurodollar Loans
and (ii) any Incremental B Term Loans or Incremental C Term Loans
incurred pursuant to Section 1.01(e) or (f), as
-16-
the case may be, shall be considered part of the Borrowing of the then
outstanding B Term Loans or C Term Loans-Floating Rate to which such
Incremental B Term Loans or Incremental C Term Loans, as the case may
be, are added to pursuant to Section 1.14(c).
"B Term Commitment" of any Lender shall mean the Initial B
Term Commitment and/or the Incremental B Term Commitment of such
Lender.
"B Term Facility" shall mean and include the Initial B Term
Facility and the Incremental B Term Facility.
"B Term Loans" shall mean and include Initial B Term Loans and
Incremental B Term Loans.
"C Term Commitment" of any Lender shall mean the Initial C
Term Commitment and/or the Incremental C Term Commitment of such
Lender.
"C Term Facility" shall mean and include the Initial C Term
Facility and the Incremental C Term Facility.
"C Term Loan-Floating Rate" shall mean each Initial C Term
Loan-Floating Rate and each Incremental C Term Loan.
"C Term Loans" shall mean each C Term Loan-Floating Rate and
each C Term Loan-Fixed Rate.
"Incremental B Term Commitment" shall mean, for each
Incremental Term Lender, the commitment of such Incremental Term Lender
to make Incremental B Term Loans pursuant to Section 1.01(e) on a given
Incremental B Term Borrowing Date, as such commitment (x) is set forth
in the respective Incremental Term Loan Commitment Agreement delivered
pursuant to Section 1.14(b) and (y) may be terminated pursuant to
Section 2.03.
"Incremental B Term Facility" shall mean the Facility
evidenced by the Total Incremental B Term Commitment.
"Incremental B Term Loan" shall have the meaning provided in
Section 1.01(e).
"Incremental B Term Borrowing Date" shall mean each date on
which the Borrower incurs a Borrowing of Incremental B Term Loans, each
of which dates shall be the date of the effectiveness of the respective
Incremental Term Loan Commitment Agreement pursuant to which such
Incremental B Term Loans are to be made; PROVIDED that no such date
shall occur after the Incremental Term Commitment Termination Date.
"Incremental C Term Commitment" shall mean, for each
Incremental Term Lender, the commitment of such Incremental Term Lender
to make Incremental C Term Loans pursuant to Section 1.01(f) on a given
Incremental C Term Borrowing Date, as such commitment (x) is set forth
in the respective Incremental Term Loan Commitment
-17-
Agreement delivered pursuant to Section 1.14(b) and (y) may be
terminated pursuant to Section 2.03.
"Incremental C Term Facility" shall mean the Facility
evidenced by the Total Incremental C Term Commitment.
"Incremental C Term Loan" shall have the meaning provided in
Section 1.01(f).
"Incremental C Term Borrowing Date" shall mean each date on
which the Borrower incurs a Borrowing of Incremental C Term Loans, each
of which dates shall be the date of effectiveness of the respective
Incremental Term Loan Commitment Agreement pursuant to which such
Incremental C Term Loans are to be made; PROVIDED that no such date
shall occur after the Incremental Term Commitment Termination Date.
"Incremental Term Borrowing Date" shall mean and include any
Incremental B Term Borrowing Date and any Incremental C Term Borrowing
Date.
"Incremental Term Loan" shall mean each Incremental B Term
Loan and each Incremental C Term Loan.
"Incremental Term Commitment" shall mean, for each Incremental
Term Lender, such Incremental Term Lender's Incremental B Term
Commitment or Incremental C Term Commitment, as the case may be.
"Incremental Term Loan Commitment Agreement" shall mean an
Incremental Term Loan Commitment Agreement substantially in the form of
Exhibit L (appropriately completed).
"Incremental Term Commitment Termination Date" shall mean
December 31, 2001.
"Incremental Term Lender" shall have the meaning provided in
Section 1.14(b).
"Initial B Term Loan" shall have the meaning provided in
Section 1.01(a).
"Initial B Term Commitment" shall mean, with respect to each
Lender, the amount set forth opposite such Lender's name on Annex I
hereto directly below the column entitled "Initial B Term Commitment",
as the same may be (x) reduced or terminated pursuant to Sections 2.02,
2.03 and/or 8 or (y) adjusted from time to time as a result of
assignments to or from such Lender pursuant to Sections 1.13 and/or
11.04(b) plus the amount, if any, of an Initial B Term Commitment of
such Lender committed to pursuant to an Initial B Term Commitment
Renewal.
"Initial B Term Commitment Renewal" shall mean the providing
of additional Initial B Term Commitments from time to time after any
mandatory repayment of Initial B Term Loans and/or mandatory reduction
of Initial B Term Commitments pursuant to Section 2.03(b)(iii) or (iv)
(each, a "B Reduction Event") in an aggregate amount (the
-18-
"Additional B Commitment Amount"), selected by the Borrower, not to
exceed the principal amount of the Initial B Term Loans so repaid and
the Initial B Term Commitments so reduced, with any Initial B Term
Commitment Renewal to be effected by: (i) the Borrower requesting in
writing some or all of the Lenders and/or other Eligible Transferees
acceptable to the Agents and the Borrower to provide an additional
Initial B Term Commitment, which request shall be given within 90 days
following the B Reduction Event but in any event prior to the date
occurring 255 days after the Closing Date and (ii) each such Lender or
Eligible Transferee who desires to do so, providing a written notice to
the Borrower and the Administrative Agent in response to such request
setting forth the additional Initial B Term Commitment it will offer,
with the amount so specified (or such lesser amount as is allocated to
such Lender by the Agents if the aggregate offered additional Initial B
Term Commitments exceed the Additional B Commitment Amount) to be such
Person's additional Initial B Term Commitment, it being agreed that any
such additional Initial B Term Commitments shall terminate on the date
occurring 270 days after the Closing Date (after giving effect to the
making of Initial B Term Loans, if any, on such date) and each such
Person with an additional Initial B Term Commitment shall be a Lender.
"Initial B Term Facility" shall mean the Facility evidenced by
the Total Initial B Term Commitment.
"Initial B Termination Date" shall mean the date occurring 270
days after the Closing Date.
"Initial C Term Commitment" shall mean, for each Lender, the
amount set forth opposite such Lender's name on Annex I hereto directly
below the column entitled "Initial C Term Commitment," as the same may
be terminated pursuant to Section 2.03.
"Initial C Term Facility" shall mean the Facility evidenced by
the Total Initial C Term Commitment and the Co-Bank Commitment.
"Initial C Term Loan-Floating Rate" shall have the meaning
provided in Section 1.01(b).
"Margin Reduction Discount" shall mean zero, PROVIDED that (I)
at any time prior to the occurrence of the first Incremental Term
Borrowing Date to occur after the Sixth Amendment Effective Date, the
Margin Reduction Discount applicable to B Term Loans and C Term
Loans-Floating Rate shall be increased to .25% per annum, when, and for
so long as, the Leverage Ratio as at the end of the then Relevant
Fiscal Quarter is less than 5.0 to 1 and (II) the Margin Reduction
Discount applicable to RF Loans and AF Loans (and only such Loans)
shall be increased to .25%, .50% or .75% per annum, as specified in
clauses (i), (ii) and (iii) below, as the case may be, when, and for so
long as, the ratio set forth in such clause has been satisfied as at
the end of the then Relevant Fiscal Quarter:
-19-
(i) the Margin Reduction Discount for RF Loans and AF Loans
shall be .25% per annum in the event that as of the end of the Relevant
Fiscal Quarter the Leverage Ratio is less than 5.50 to 1 but equal to
or greater than 5.00 to 1;
(ii) the Margin Reduction Discount for RF Loans and AF Loans
shall be .50% per annum in the event that as of the end of the Relevant
Fiscal Quarter the Leverage Ratio is equal to or greater than 4.50 to 1
but less than 5.00 to 1; and
(iii) the Margin Reduction Discount for RF Loans and AF Loans
shall be .75% per annum in the event that as of the end of the Relevant
Fiscal Quarter the Leverage Ratio is less than 4.50 to 1.
The Leverage Ratio shall be determined as of the last day of
the Relevant Fiscal Quarter, by delivery of an officer's certificate of
the Borrower to the Lenders pursuant to Section 6.01(e), which
certificate shall set forth the calculation of the Leverage Ratio. The
Margin Reduction Discount so determined shall apply, except as set
forth below, from the date on which such officer's certificate is
delivered to the Administrative Agent to the earlier of (x) the date on
which the next certificate is delivered to the Administrative Agent
pursuant to Section 6.01(e) and (y) the 45th day following the end of
the fiscal quarter in which such first certificate was delivered to the
Administrative Agent (or the 90th day if such fiscal quarter was the
last fiscal quarter of a fiscal year). Notwithstanding anything to the
contrary contained above, the Margin Reduction Discount shall be zero
(x) if no officer's certificate has been delivered to the Lenders
pursuant to Section 6.01(e) which sets forth the Leverage Ratio as of
the last day of the Relevant Fiscal Quarter or the financial statements
upon which any such calculations are based have not been delivered,
until such a certificate and/or financial statements are delivered, (y)
at all times when there shall exist a Default under Section 8.01 or an
Event of Default and (z) in the case of B Term Loans and C Term
Loans-Floating Rate only, at all times on and after the first
Incremental Term Borrowing Date to occur after the Sixth Amendment
Effective Date. It is understood and agreed that the Margin Reduction
Discount as provided above shall in no event be cumulative and, in the
case of the Margin Reduction Discount applicable to RF Loans and AF
Loans, only the Margin Reduction Discount available pursuant to clause
(i), (ii) or (iii) of clause (II) of the proviso in the first sentence
of this definition above, if any, contained in this definition shall be
applicable.
"Sixth Amendment" shall mean the Sixth Amendment to this
Agreement, dated as of March 30, 2001.
"Sixth Amendment Effective Date" shall have the meaning
provided in the Sixth Amendment.
"Scheduled Reduction" shall have the meaning provided in the
Credit Agreement immediately prior to the Sixth Amendment Effective
Date.
-20-
"Specified Prepayment Premium Percentage" shall mean, at any
time, the highest "Voluntary Prepayment Premium Percentage" specified
in any Incremental Term Loan Commitment Agreement executed and
delivered on or prior to such time.
"Total Incremental B Term Commitment" shall mean the sum of
the Incremental B Term Commitments of each of the Lenders.
"Total Incremental C Term Commitment" shall mean the sum of
the Incremental C Term Commitments of each of the Lenders.
"Total Initial B Term Commitment" shall mean the sum of the
Initial B Term Commitments of each of the Lenders. "Total Initial C
Term Commitment" shall mean the sum of the Initial C Term Commitments
of each of the Lenders.
26. Section 11.04(b) of the Credit Agreement is hereby amended
by deleting the text ", with the consent of the Administrative Agent and the
Borrower (which consents shall not be unreasonably withheld)" appearing the last
sentence of said Section and inserting the text ", with prior written notice to
the Administrative Agent," in lieu thereof.
27. The Credit Agreement is hereby further amended by adding
new Exhibit L thereto in the form of Exhibit L attached hereto.
II. AMENDMENTS TO PLEDGE AGREEMENT.
1. The Pledge Agreement is hereby amended by deleting the
third recital appearing therein in its entirety.
2. Section 1 of the Pledge Agreement is hereby amended by (i)
deleting the text "such Pledgor" in each instance where it appears in clause (i)
of said Section and inserting the text "the Borrower" in lieu thereof, (ii)
deleting the text "such Pledgor" in the first place such text appears in clause
(ii) of said Section and inserting the text "the Borrower" in lieu thereof and
(iii) deleting the text ", including all obligations, if any, of such Pledgor
under its Guaranty (if any) in respect of Secured Interest Rates Agreements"
appearing in clause (ii) of said Section.
3. The Pledge Agreement is hereby amended by the following new
Section 26 immediately following Section 25 thereof:
"26. At any time a payment is made by any Pledgor (other than
the Borrower) (each, a "SUBSIDIARY PLEDGOR") in respect of the
Obligations from the proceeds of any sale or other disposition of
Collateral owned by such Subsidiary Pledgor (each, a "RELEVANT
PAYMENT"), the right of contribution of each Subsidiary Pledgor
hereunder against each other such Subsidiary Pledgor shall be
determined as provided in the immediately following sentence, with the
right of contribution of each Subsidiary Pledgor to be revised and
restated as of each date on which a Relevant Payment is made. At any
time
-21-
that a Relevant Payment is made by a Subsidiary Pledgor that results in
the aggregate payments made by such Subsidiary Pledgor hereunder in
respect of the Obligations to and including the date of the Relevant
Payment exceeding such Subsidiary Pledgor's Contribution Percentage (as
defined below) of the aggregate payments made by all Subsidiary
Pledgors hereunder in respect of the Obligations from the proceeds of
any sale or other disposition of Collateral owned by the Subsidiary
Pledgors to and including the date of the Relevant Payment (such
excess, the "AGGREGATE EXCESS AMOUNT"), each such Subsidiary Pledgor
shall have a right of contribution against each other Subsidiary
Pledgor who has made (or whose Collateral has been used to make)
payments hereunder in respect of the Obligations to and including the
date of the Relevant Payment in an aggregate amount less than such
other Subsidiary Pledgor's Contribution Percentage of the aggregate
payments made to and including the date of the Relevant Payment by all
Subsidiary Pledgors hereunder in respect of the Obligations from the
proceeds of any sale or other disposition of Collateral owned by the
Subsidiary Pledgors (the aggregate amount of such deficit, the
"AGGREGATE DEFICIT AMOUNT") in an amount equal to (x) a fraction the
numerator of which is the Aggregate Excess Amount of such Subsidiary
Pledgor and the denominator of which is the Aggregate Excess Amount of
all Subsidiary Pledgors multiplied by (y) the Aggregate Deficit Amount
of such other Subsidiary Pledgor. A Subsidiary Pledgor's right of
contribution pursuant to the preceding sentences shall arise at the
time of each computation, subject to adjustment to the time of any
subsequent computation; PROVIDED, that no Subsidiary Pledgor may take
any action to enforce such right until the Obligations have been paid
in full and the Total Commitment has been terminated, it being
expressly recognized and agreed by all parties hereto that any
Subsidiary Pledgor's right of contribution arising pursuant to this
Agreement against any other Subsidiary Pledgor shall be expressly
junior and subordinate to such other Subsidiary Pledgor's obligations
and liabilities in respect of the Obligations and any other obligations
owing under this Agreement. As used in this Section 26: (i) each
Subsidiary Pledgor's "CONTRIBUTION PERCENTAGE" shall mean the
percentage obtained by dividing (x) the Adjusted Net Worth (as defined
below) of such Subsidiary Pledgor by (y) the aggregate Adjusted Net
Worth of all Subsidiary Pledgors; (ii) the "ADJUSTED NET WORTH" of each
Subsidiary Pledgor shall mean the greater of (x) the Net Worth (as
defined below) of such Subsidiary Pledgor and (y) zero; and (iii) the
"NET WORTH" of each Subsidiary Pledgor shall mean the amount by which
the fair salable value of such Subsidiary Pledgor's assets on the date
of any Relevant Payment exceeds its existing debts and other
liabilities (including contingent liabilities, but without giving
effect to any obligations arising under this Agreement) on such date.
All parties hereto recognize and agree that, except for any right of
contribution arising pursuant to this Section 26, each Subsidiary
Pledgor who makes (or whose Collateral has been used to make) any
payment in respect of the Obligations shall have no right of
contribution or subrogation against any other Subsidiary Pledgor in
respect of such payment. Each of the Subsidiary Pledgors recognizes and
acknowledges that the rights to contribution arising hereunder shall
constitute an asset in favor of the party entitled to such
contribution. In this connection, each Subsidiary Pledgor has the right
to waive its contribution right against any Subsidiary Pledgor to the
extent that after giving effect to such waiver such Subsidiary Pledgor
would remain solvent, in the determination of the Required Lenders.".
-22-
III. MISCELLANEOUS PROVISIONS.
1. In order to induce the Lenders to enter into this
Amendment, the Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Sixth
Amendment Effective Date, both before and after giving effect to this
Amendment; and
(b) all of the representations and warranties contained in the
Credit Agreement or the other Credit Documents are true and correct in
all material respects on the Sixth Amendment Effective Date, both
before and after giving effect to this Amendment, with the same effect
as though such representations and warranties had been made on and as
of the Sixth Amendment Effective Date (it being understood that any
representation or warranty made as of a specific date shall be true and
correct in all material respects as of such specific date).
2. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
3. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Administrative Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
5. This Amendment shall become effective on the date (the
"Sixth Amendment Effective Date") when each of the following conditions shall
have been satisfied:
(i) the Administrative Agent shall have received from each
Credit Party certified copies of resolutions of the Board of Directors
of such Credit Party with respect to the matters set forth in this
Amendment and such resolutions shall be satisfactory to the
Administrative Agent;
(ii) the Administrative Agent shall have received from Paul,
Hastings, Xxxxxxxx & Xxxxxx LLP, special New York counsel to the Credit
Parties, an opinion addressed to the Agents, the Collateral Agent and
each of the Lenders and dated the Sixth Amendment Effective Date in
form and substance satisfactory to the Administrative Agent, and
covering such matters incident to this Amendment as the Administrative
Agent may reasonably request (including an opinion as to no conflict
with all Permitted Subordinated Debt and the documentation governing
the same);
-23-
(iii) the Borrower shall have paid to each Lender which has
executed and delivered a counterpart of this Amendment on or prior to
5:00 P.M. (New York time) on Thursday, March 29, 2001, an amendment fee
equal to the sum of (I) 0.50% of the sum of (x) the Revolving
Commitment of such Lender as in effect on such date PLUS (y) the
Acquisition Commitment of such Lender as in effect on such date PLUS
(II) 0.25% of the aggregate principal amount of the Term Loans made by
such Lender and outstanding on such date (immediately prior to the
occurrence of the Sixth Amendment Effective Date);
(iv) the Borrower shall have paid to the Administrative Agent
such fees as may have been agreed to in writing among such parties;
(v) the Borrower, each Subsidiary Guarantor, the Required
AF/RF Lenders, the Required AF Lenders, the Required RF Lenders, the
Required TF Lenders, the Required B TF Lenders and the Required C TF
Lenders shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of
facsimile transmission) the same to the Administrative Agent at its
Notice Office.
6. By executing and delivering a copy hereof, each Credit
Party hereby (x) agrees that all Loans (including, without limitation, upon the
incurrence thereof, the Incremental B Term Loans and Incremental C Term Loans)
shall be fully guaranteed pursuant to the Subsidiary Guaranty in accordance with
the terms and provisions thereof and shall be fully secured pursuant to the
Pledge Agreement and (y) reaffirms all of its obligations and liabilities under
the various Credit Documents to which it is a party.
7. From and after the Sixth Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents to the
Credit Agreement and the Pledge Agreement shall be deemed to be references to
the Credit Agreement or the Pledge Agreement, as the case may be, as modified
hereby.
* * *
-24-
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
FAIRPOINT COMMUNICATIONS, INC.
(f/k/a MJD Communications, Inc.)
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President of Finance
BANKERS TRUST COMPANY, Individually
and as Administrative Agent
By: /s/ Xxxx Xxxxxx
-------------------------------------------
Name: Xxxx Xxxxxx
Title: Director
BANK OF AMERICA, N.A., Individually and
as Syndication Agent
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Principal
FIRST UNION NATIONAL BANK,
Individually and as Documentation Agent
By: /s/ Xxxxxxxx X. Wessmock
-------------------------------------------
Name: Xxxxxxxx X. Wessmock
Title: Sr. Vice President
COBANK, ACB
By: /s/ Xxxx Xxxxxxx
-------------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By:
-------------------------------------------
Name:
Title:
XXXXXX FINANCIAL, INC.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
THE TRAVELERS INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Investment Officer
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
CENTURA BANK
By:
-------------------------------------------
Name:
Title:
THE CIT GROUP/EQUIPMENT FINANCING, INC.
By:
-------------------------------------------
Name:
Title:
FLEET NATIONAL BANK
By:
-------------------------------------------
Name:
Title:
DELANO COMPANY
By: Pacific Investment Management
Company as its Investment Advisor
By:
-------------------------------------------
Name:
Title:
FORTIS CAPITAL CORP. (f/k/a
MEESPIERSON CAPITAL CORP.)
By:
-------------------------------------------
Name:
Title:
By:
-------------------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT AND
RESEARCH, as Investment Manger
By: /s/ Payson X. Xxxxxxxxx
-------------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management as
Investment Advisor
By:
-------------------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ Xxxx Xxxxxxx
-------------------------------------------
Name: Xxxx Xxxxxxx
Title: Duly Authorized Signatory
FIRSTAR BANK, N.A. (f/k/a MERCANTILE
BANK NATIONAL ASSOCIATION)
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
NATIONAL CITY BANK
By: /s/ Xxxxxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Assistant Vice President
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management as
Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
-------------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
Each of the undersigned, each being a Subsidiary Guarantor
under, and as defined in, the Credit Agreement referenced in the foregoing Sixth
Amendment, hereby consents to the entering into of the Sixth Amendment and
agrees to the provisions thereof (including, without limitation, Sections 6 and
7 of Part II thereof).
MJD HOLDINGS CORP.,
as a Subsidiary Guarantor and a Pledgor
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President of Finance
MJD VENTURES, INC.,
as a Subsidiary Guarantor and a Pledgor
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President of Finance
MJD SERVICES CORP.
as a Subsidiary Guarantor and a Pledgor
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President of Finance
ST ENTERPRISES LTD.
as a Subsidiary Guarantor and a Pledgor
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President of Finance
IBM CREDIT CORP.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Manager of Credit, Commercial &
Special Financing
EXHIBIT L
FORM OF INCREMENTAL TERM LOAN COMMITMENT AGREEMENT
[Names(s) of Lenders(s)]
[Date]
FairPoint Communications, Inc.
[Insert Address]
re INCREMENTAL TERM LOAN COMMITMENT
--------------------------------
Ladies and Gentlemen:
Reference is hereby made to the Credit Agreement, dated as of
March 30, 1998 (as amended, modified or supplemented from time to time, the
"Credit Agreement"), among FairPoint Communications, Inc. (f/k/a MJD
Communications, Inc.) (the "Borrower" or "you"), the lenders from time to time
party thereto (the "Lenders") and Bankers Trust Company, as Administrative Agent
(the "Administrative Agent"). Unless otherwise defined herein, capitalized terms
used herein shall have the respective meanings set forth in the Credit
Agreement.
Each Lender (each, an "Incremental Term Lender") party to this
letter agreement (this "Agreement") hereby severally agrees that, subject to the
terms and conditions set forth herein, in Annex I hereto and in the Credit
Agreement, it shall provide the Incremental B Term Commitment and/or the
Incremental C Term Commitment set forth opposite its name on Annex I attached
hereto (for each such Incremental Term Lender, its "Incremental Term
Commitment"). Each Incremental Term Commitment provided pursuant to this
Agreement shall be subject to the terms and conditions set forth in the Credit
Agreement, including Section 1.14 thereof.
Each Incremental Term Lender and the Borrower acknowledge and
agree that the Incremental Term Commitments provided pursuant to this Agreement
shall constitute either Incremental B Term Commitments or Incremental C Term
Commitments (as specified in Annex I attached hereto) under, and as defined in,
the Credit Agreement. Each Incremental Term Lender and the Borrower further
agree that (i) the maturity date, interest rate provisions (other than the
interest rate margins which may be as specified on Annex I hereto) and scheduled
amortizations applicable to each Incremental Term Loan to be made available
pursuant to its relevant Incremental Term Commitment provided pursuant to this
Agreement are set forth in the relevant provisions of the Credit Agreement, (ii)
the up-front fees payable in respect of the Incremental Term Commitment(s)
provided by it pursuant to this Agreement shall be as set forth in Annex I to
this Agreement and (iii) the "Applicable Base Rate Margin", the "Applicable
Eurodollar Margin" and the "Voluntary Prepayment Premium Percentage" applicable
to the
Annex L
Page 2
respective Incremental Term Loans to be made available pursuant to its
Incremental Term Commitments provided pursuant to this Agreement shall be as set
forth in Annex I to this Agreement (subject, however, to the limitations and
requirements of Section 1.14 of the Credit Agreement)(1).
Each Incremental Term Lender party to this Agreement (i)
confirms that it has received a copy of the Credit Agreement and the other
Credit Documents, together with copies of the financial statements referred to
therein and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Agreement and, to
the extent applicable, to become a Lender under the Credit Agreement, (ii)
agrees that it will, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement, (iii) appoints and
authorizes the Administrative Agent and the Collateral Agent to take such action
as agent on its behalf and to exercise such powers under the Credit Agreement
and the other Credit Documents as are delegated to the Administrative Agent and
the Collateral Agent, as the case may be, by the terms thereof, together with
such powers as are reasonably incidental thereto, (iv) agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of the Credit Agreement are required to be performed by it as a Lender, and (v)
in the case of each lending institution organized under the laws of a
jurisdiction outside the United States, attaches the applicable forms described
in Section 3.04(b) certifying as to its entitlement to a complete exemption from
United States withholding taxes with respect to all payments to be made under
the Credit Agreement and the other Credit Documents. Upon the execution of a
counterpart of this Agreement by such Incremental Term Lenders, the
Administrative Agent and the Borrower, the delivery to the Administrative Agent
of a fully executed copy (including by way of counterparts and by facsimile)
hereof and the payment of any fees (including, without limitation, the upfront
fees payable pursuant to the immediately preceding paragraph and the
administrative fee payable to the Administrative Agent pursuant to Section
1.14(b)(ii) of the Credit Agreement) required in connection herewith, each
Incremental Term Lender party hereto
----------
(1) The "Applicable Base Rate Margin" and the "Applicable Eurodollar
Margin" selected for Incremental B Term Loans and Incremental C Term
Loans may not be less than the "Applicable Base Rate Margin" and the
"Applicable Eurodollar Margin" applicable to B Term Loans or C Term
Loans-Floating Rate, as the case may be, as in effect under the Credit
Agreement prior to the execution and delivery of this Agreement. In
addition, the "Voluntary Prepayment Premium Percentage" selected for
Incremental B Term Loans and Incremental C Term Loans may not be less
than the "Specified Prepayment Premium Percentage" as in effect under
the Credit Agreement prior to the execution and delivery of this
Agreement.
Annex L
Page 3
(i) shall be obligated to make the Incremental Term Loans provided to be made by
it as provided in this Agreement on the terms, and subject to the conditions,
set forth in the Credit Agreement, and, to the extent applicable, shall become a
Lender pursuant to the Credit Agreement and (ii) to the extent provided in this
Agreement, shall have the rights and obligations of a Lender thereunder and
under the other Credit Documents.
The Borrower acknowledges and agrees that all Obligations with
respect to the Incremental Term Loans to be made available to the Borrower shall
be fully secured pursuant to the Pledge Agreement in accordance with the terms
and provisions thereof. Each Subsidiary Guarantor acknowledges and agrees that
all Obligations with respect to the Incremental Term Loans shall be fully
guaranteed pursuant to the Subsidiary Guaranty in accordance with the terms and
provisions thereof and shall be fully secured pursuant to the Pledge Agreement
in accordance with the terms and provision thereof.
This Agreement shall become effective as of the date (the
"Agreement Effective Date") when (i) the Borrower, each Subsidiary Guarantor,
each Incremental Term Lender and the Administrative Agent shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile transmission) the same to the
Administrative Agent at the Notice Office, (ii) each condition set forth in
Section 1.14 of the Credit Agreement shall have been satisfied and (iii) the
Borrower shall have paid to each Incremental Term Lender the upfront fee set
forth on Annex I.
From and after the Agreement Effective Date, all references in
the Credit Agreement and the other Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as supplemented hereby.
You may accept this Agreement by signing the enclosed copies
in the space provided below, and returning one copy of same to us before the
close of business on __________ __, _____. If you do not so accept this
Agreement by such time, our Incremental Term Commitments set forth in this
Agreement shall be deemed canceled.
After the execution and delivery to the Administrative Agent
of a fully executed copy of this Agreement (including by way of counterparts and
by fax) by the parties hereto, this Agreement may only be changed, modified or
varied by written instrument in accordance with the requirements for the
modification of Credit Documents pursuant to Section 11.12 of the Credit
Agreement.
Annex L
Page 4
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
Very truly yours,
[NAMES OF INCREMENTAL TERM LENDERS]
By
--------------------------------
Name:
Title:
Agreed and Accepted
this ___ day of __________, ____:
FAIRPOINT COMMUNICATIONS, INC.
(f/k/a MJD Communications, Inc.)
By:
--------------------------------
Name:
Title:
[NAMES OF SUBSIDIARY GUARANTORS]
By:
--------------------------------
Name:
Title:
Agreed and Accepted by:
BANKERS TRUST COMPANY,
as Administrative Agent
By:
--------------------------------
Name:
Title:
ANNEX I
to
EXHIBIT L
TERMS AND CONDITIONS FOR
INCREMENETAL TERM LOAN COMMITMENT AGREEMENT
1. Agreement Effective Date:
__________, ____ (the "Agreement Effective Date")
2. Commitment Amounts (as of the Agreement Effective Date):
INCREMENTAL TERM LENDER INCREMENTAL B TERM COMMITMENT INCREMENTAL C TERM COMMITMENT
---------------- ------------------ ------------------
Total $ $
----------------- -----------------
3. UP-FRONT FEE(2):
4. "APPLICABLE BASE RATE MARGIN": .
----------------------------------------
5. "APPLICABLE EURODOLLAR MARGIN": .
---------------------------------------
6. "VOLUNTARY PREPAYMENT PREMIUM PERCENTAGE": .
----------------------------
7. ADDITIONAL CONDITIONS PRECEDENT FOR PURPOSES OF SECTION 1.14 OF THE
CREDIT AGREEMENT.(3)
----------
(2) Insert up-front fees as may be agreed to by the Borrower, the
Administrative Agent and Incremental Term Lenders.
(3) Insert any conditions precedent, for purposes of Sections 1.14 of the
Credit Agreement, to the making of any Incremental Term Loans that are
required by the Incremental Term Lenders or the Administrative Agent in
connection with the provision of Incremental Term Commitments pursuant
to this Agreement. Any officer's certificate required by Section 1.14
shall be attached hereto.
Annex I
Page 2
8. NOTICE AND INFORMATION:
BANKERS TRUST COMPANY
One Bankers Trust Plaza
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn:
Telephone:
Telecopier:
[NAMES OF INCREMENTAL TERM LENDERS]4
Address:
Attention:
Telephone:
Telecopier:
----------
(4) Provide notice information for each Incremental Term Lender to be party
to this Agreement.
