FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.4

FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 11, 2005, among FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”), various Lenders party to the Credit Agreement referred to below, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the “Administrative Agent”). 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 (the “Credit Agreement”); and

WHEREAS, subject to the terms and conditions of this Amendment, the parties hereto wish to amend or otherwise modify certain provisions of the Credit Agreement as herein provided;

NOW, THEREFORE, IT IS AGREED:

I. Amendment to Credit Agreement.

1. Section 6.01(a) of the Credit Agreement is hereby amended by inserting the text “(or, in the case of the fiscal year of the Borrower ended December 31, 2004, within 90 days after the close of such fiscal year)” immediately following the text “75 days after the close of each fiscal year of the Borrower” appearing in said Section.

II. 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 First Amendment Effective Date, both immediately before and immediately after giving effect thereto; and

(b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the First Amendment Effective Date both immediately before and immediately after giving effect thereto, with the same effect as though such representations and warranties had been made on and as of the First 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 (WITHOUT GIVING REGARD TO ANY CONFLICTS OF LAWS PROVISIONS THEREOF).

5. This Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the Borrower and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counter parts) and shall have delivered (including by way of facsimile transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: May Yip (facsimile number: 000-000-0000 / e-mail address: xxxx@xxxxxxxxx.xxx).

6. From and after the First Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.

* * *

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

	FAIRPOINT COMMUNICATIONS, INC.


	By:	/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: Vice President of Finance and Treasurer


	DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as Administrative Agent

	By:	/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Director

	By:	/s/ Xxxxxx X. Xxxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxxx
		Title: Director

	BANK OF AMERICA, N.A., Individually and as Syndication Agent

	By:	/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Senior Vice President


	COBANK, ACB, Individually and as Co- Documentation Agent

	By:	/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Vice President

	GENERAL ELECTRIC CAPITAL CORPORATION, Individually and as Co- Documentation Agent

	By:	illegible
		Name:
		Title:

SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MARCH 11, 2005, AMONG FAIRPOINT COMMUNICATIONS, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

NAME OF INSTITUTION:		NAME OF INSTITUTION:

Pacifica CDO II, Ltd.		Avenue CLO Fund, Ltd.

By:	/s/ An Xxxx, Jr.	By:	/s/ Xxxxxxx X’Xxxxxxx
	Name: An Xxxx Xx.		Name: Xxxxxxx X’Xxxxxxx
	Title: Vice President		Title: Senior Portfolio Manager


NAME OF INSTITUTION:		NAME OF INSTITUTION:

Ares CLO VII, Ltd.		Ares CLO VIII, Ltd.

By:	Ares CLO Management VII, L.P.	By:	Ares CLO Management VIII, L.P.
	Investment Manager		Investment Manager

By:	Ares CLO GP VII, LLC	By:	Ares CLO GP VIII, LLC
	Its General Partner		Its General Partner

By:	/s/Xxxx Xxxxx	By:	/s/ Xxxx Xxxxx
	Name: Xxxx Xxxxx		Name: Xxxx Xxxxx
	Title: Vice President		Title: Vice President


NAME OF INSTITUTION:		NAME OF INSTITUTION:

Ares CLO IX, Ltd.		Ares Enhanced Loan Investment Strategy, Ltd.

By:	Ares CLO Management IX, L.P.	By:	Ares Enhanced Loan Management, L.P.
	Investment Manager		Investment Manager

By:	Ares CLO GP IX, LLC	By:	Ares Enhanced Loan GP, LLC
	Its General Partner

By:	/s/ Xxxx Xxxxx	By:	/s/ Xxxx Xxxxx
	Name: Xxxx Xxxxx		Name: Xxxx Xxxxx
	Title: Vice President		Title: Vice President

NAME OF INSTITUTION:		NAME OF INSTITUTION:

Massachusetts Mutual Life Insurance Co.		Babson CLO Ltd. 2004-I
		Babson CLO Ltd. 2004-II
By:	Babson Capital Management LLC	Babson CLO Ltd. 2005-I
	as Investment Advisor	Suffield CLO, Limited
		Xxxxx CLO Ltd. 2000-I

By:	/s/ Xxxxx X. Xxxxx
	Name: Xxxxx X. Xxxxx, CFA	By:	Babson Capital Management LLC
	Title: Managing Director		as Collateral Manager

		By:	/s/ Xxxxx X. Xxxxx
			Name: Xxxxx X. Xxxxx, CFA
			Title: Managing Director


NAME OF INSTITUTION:		NAME OF INSTITUTION:

Braymoor & Co.		Bear Xxxxxxx Institutional Loan Master Fund

By:	Bear Xxxxxxx Assets Management, Inc.	By:	Bear Xxxxxxx Asset Management, Inc.
	as its attorney-in-fact		as its attorney-in-fact

By:	/s/ Xxxxx X. Xxxxxxxxxx	By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxxx		Name: Xxxxx X. Xxxxxxxxxx
	Title: Managing Director		Title: Managing Director

NAME OF INSTITUTION:		NAME OF INSTITUTION:

Bear Xxxxxxx Loan Trust		FBS CBNA Loan Funding LLC

By:	Bear Xxxxxxx Asset Management, Inc.
	as its attorney-in-fact	By:	/s/ Xxxxx Xxxxxxx
			Name:	Xxxxx Xxxxxxx
By:	/s/ Xxxxx X. Xxxxxxxxxx		Title:	Member, Xxxxxxx Capital Management,
	Name: Xxxxx X. Xxxxxxxxxx			on behalf of FBS CBNA
				Loan Funding LLC
	Title: Managing Director

NAME OF INSTITUTION:		NAME OF INSTITUTION:

Callidus Debt Partners CLO Fund II Ltd.		CIT Lending Services Corporation

By:	Its Collateral Manager, Callidus Capital	By:	/s/ Xxxxxxx X. Xxxxxxx
	Management, LLC		Name: Xxxxxxx X. Xxxxxxx
			Title: Vice President
By:	/s/ Xxxxx Xxxxxxx
	Name: Xxxxx Xxxxxxx
	Title: Senior Managing Director


NAME OF INSTITUTION:		NAME OF INSTITUTION:

Senior Debt Portfolio		Xxxxx Xxxxx Senior Income Trust

By:	Boston Management and Research	By:	Xxxxx Xxxxx Management
	its Investment Advisor		as Investment Advisor

By:	/s/ Xxxxxxx X. Xxxxxxx	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx		Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President		Title: Vice President


NAME OF INSTITUTION:		NAME OF INSTITUTION:

Xxxxx Xxxxx Institutional Senior Loan Fund		Xxxxx Xxxxx CDO III, Ltd.

By:	Xxxxx Xxxxx Management	By:	Xxxxx Xxxxx Management
	as Investment Advisor		as Investment Advisor

By:	/s/ Xxxxxxx X. Xxxxxxx	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx		Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President		Title: Vice President


NAME OF INSTITUTION:		NAME OF INSTITUTION:

Costantinus Xxxxx Xxxxx CDO V, Ltd.		Xxxxx Xxxxx CDO VI, Ltd.

By:	Xxxxx Xxxxx Management	By:	Xxxxx Xxxxx Management
	as Investment Advisor		as Investment Advisor

By:	/s/ Xxxxxxx X. Xxxxxxx	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx		Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President		Title: Vice President

NAME OF INSTITUTION:		NAME OF INSTITUTION:

Xxxxxxx & Co.		Xxxxx Xxxxx VT Floating-Rate Income Fund

By:	Boston Management and Research	By:	Xxxxx Xxxxx Management
	as Investment Advisor		as Investment Advisor

By:	/s/ Xxxxxxx X. Xxxxxxx	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx		Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President		Title: Vice President


NAME OF INSTITUTION:		NAME OF INSTITUTION:

Xxxxx Xxxxx Limited Duration Income Fund		Xxxxx Xxxxx Senior Floating-Rate Trust

By:	Xxxxx Xxxxx Management	By:	Xxxxx Xxxxx Management
	as Investment Advisor		as Investment Advisor

By:	/s/ Xxxxxxx X. Xxxxxxx	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx		Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President		Title: Vice President


NAME OF INSTITUTION:		NAME OF INSTITUTION:

Xxxxx Xxxxx Floating-Rate Income Trust		Xxxxx Xxxxx Short Duration Diversified Income Fund

By:	Xxxxx Xxxxx Management
	as Investment Advisor	By:	Xxxxx Xxxxx Management
			as Investment Advisor
By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx	By:	/s/ Xxxxxxx X. Xxxxxxx
	Title: Vice President		Name: Xxxxxxx X. Xxxxxxx
			Title: Vice President


NAME OF INSTITUTION:		NAME OF INSTITUTION:

MacQuarie/First Trust Global Infrastructure/Utilities		Four Corners CLO2005-I, Ltd.
Dividend & Income Fund
		By: Four Corners Capital Management LLC,
By: Four Corners Capital Management LLC,				As Sub-Adviser
	As Sub-Adviser

By:

/s/ Xxxxxx Xxxxxxxxx

By:

/s/Xxxxxx Xxxxxxxxx

Name: Xxxxxx Xxxxxxxxx

Title: Vice President

NAME OF INSTITUTION:

Fortress Portfolio Trust

State Street Bank and Trust Company as Trustee

for GMAM Group Pension Trust I

By:

Four Corners Capital Management LLC,

As Sub-Adviser

By:

/s/ Xxxxxxx Xxxxxxxx

Name: Xxxxxxx Xxxxxxxx

By:

/s/ Xxxxxx Xxxxxxxxx

Title: CSO

Name: Xxxxxx Xxxxxxxxx

Title: Vice President

NAME OF INSTITUTION:

State Street Bank and Trust Company as Trustee

Alzette European CLO S.A.

for General Motors Welfare Benefit Trust

By:

INVESCO Senior Secured Management,

Inc. As Collateral Manager

By:

/s/ Xxxxxxx Xxxxxxxx

Name: Xxxxxxx Xxxxxxxx

By:

/s/ Xxxxx Xxxxxxx

Title: CSO

Name: Xxxxx Xxxxxxx

Title: Authorized Signatory

NAME OF INSTITUTION:

Avalon Capital Ltd.-3

Champlain CLO, Ltd.

By:

INVESCO Senior Secured Management, Inc.

By:

INVESCO Senior Secured Management,

As Asset Manager

Inc. As Collateral Manager

By:

/s/ Xxxxx Xxxxxxx

By:

/s/ Xxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx

Title: Authorized Signatory

NAME OF INSTITUTION:

Charter View Portfolio

Diversified Credit Portfolio, Ltd.

By:	INVESCO Senior Secured Management, Inc.	By:	INVESCO Senior Secured Management,
	As Investment Advisor		Inc. As Investment Advisor

By:	/s/ Xxxxx Xxxxxxx	By:	/s/ Xxxxx Xxxxxxx
	Name: Xxxxx Xxxxxxx		Name: Xxxxx Xxxxxxx
	Title: Authorized Signatory		Title: Authorized Signatory


NAME OF INSTITUTION:		NAME OF INSTITUTION:

Aim Floating Rate Fund		INVESCO European CDO I S.A.

By:	INVESCO Senior Secured Management, Inc.	By:	INVESCO Senior Secured Management,
	As Sub-Advisor		Inc.

By:	/s/ Xxxxx Xxxxxxx	By:	/s/ Xxxxx Xxxxxxx
	Name: Xxxxx Xxxxxxx		Name: Xxxxx Xxxxxxx
	Title: Authorized Signatory		Title: Authorized Signatory


NAME OF INSTITUTION:		NAME OF INSTITUTION:

Loan Funding IX LLC, for itself or as agent for		Sequils-Liberty, Ltd.
Corporate Loan Funding IX LLC
		By:	INVESCO Senior Secured Management,
By:	INVESCO Senior Secured Management, Inc.		Inc. As Collateral Manager
	As Portfolio Manager

		By:	/s/ Xxxxx Xxxxxxx
By:	/s/ Xxxxx Xxxxxxx		Name: Xxxxx Xxxxxxx
	Name: Xxxxx Xxxxxxx		Title: Authorized Signatory
	Title: Authorized Signatory


NAME OF INSTITUTION:		NAME OF INSTITUTION:

Petrusse European CLO S.A.		Sagamore CLO Ltd.

By:	INVESCO Senior Secured Management, Inc.	By:	INVESCO Senior Secured Management,
	As Collateral Manager		Inc. As Collateral Manager

By:	/s/ Xxxxx Xxxxxxx	By:	/s/ Xxxxx Xxxxxxx
	Name: Xxxxx Xxxxxxx		Name: Xxxxx Xxxxxxx
	Title: Authorized Signatory		Title: Authorized Signatory

NAME OF INSTITUTION:		NAME OF INSTITUTION:

Saratoga CLO I, Ltd.		Metropolitan Life Insurance Co.

By:	INVESCO Senior Secured Management, Inc.	By:	/s/ Xxx Xxxxxxx
	As Asset Manager		Name: Xxx Xxxxxxx
			Title: Director
By:	/s/ Xxxxx Xxxxxxx
	Name: Xxxxx Xxxxxxx
	Title: Authorized Signatory

NAME OF INSTITUTION:		NAME OF INSTITUTION:

Xxxxxx Xxxxxxx Senior Funding, Inc.		The Norinchukin Bank, New York Branch,
		through State Street Bank and Trust Company
By:	/s/ Xxxxxx X. Xxxxxx	N.A. as fiduciary custodian
	Name: Xxxxxx X. Xxxxxx
	Title: Vice President	By: Xxxxx Xxxxx Management, Attorney-in-Fact

		By:	/s/ Xxxxxxx X. Xxxxxxx
			Name: Xxxxxxx X. Xxxxxxx
			Title: Vice President


NAME OF INSTITUTION:		NAME OF INSTITUTION:

Oak Hill Credit Partners I, Limited		Oak Hill Credit Partners II, Limited

By:	Oak Hill CLO Management I, LLC	By:	Oak Hill CLO Management II, LLC
	As Investment Manager		As Investment Manager

By:	/s/ Xxxxx X. Xxxxx	By:	/s/ Xxxxx Xxxxx
	Name: Xxxxx X. Xxxxx		Name: Xxxxx Xxxxx
	Title: Authorized Person		Title: Authorized Person


NAME OF INSTITUTION:		NAME OF INSTITUTION:

Oak Hill Credit Partners III, Limited		Oak Hill Credit Partners IV, Limited

By:	Oak Hill CLO Management III, LLC	By:	Oak Hill CLO Management IV, LLC
	As Investment Manager		As Investment Manager

By:	/s/ Xxxxx X. Xxxxx	By:	/s/ Xxxxx Xxxxx
	Name: Xxxxx X. Xxxxx		Name: Xxxxx Xxxxx
	Title: Authorized Person		Title: Authorized Person

NAME OF INSTITUTION:		NAME OF INSTITUTION:

SMBC MVI SPC, on behalf of and for the account of		PPM Monarch Bay Funding
Segregated Portfolio No. 1
		By:	/s/ Xxxxxxxx J, Xxxxxxx
By:	Oak Hill Separate Account Management I, LLC		Name: Xxxxxxxx X. Xxxxxxx
	As Investment Manager		Title: Assistant Vice President

By:	/s/ Xxxxx X. Xxxxx
	Name: Xxxxx X. Xxxxx
	Title: Authorized Person


NAME OF INSTITUTION:		NAME OF INSTITUTION:

PPM Spyglass Funding Trust		Foxe Basin CLO 2003, Ltd.

By:	/s/ Xxx X. Xxxxxx	By:	Royal Bank of Canada
	Name: Xxx X. Xxxxxx		as Collateral Manager
	Title: Authorized Agent
		By:	/s/ Xxx X. Xxxxxxx
			Name: Xxx X. Xxxxxxx
			Title: Authorized Signatory


NAME OF INSTITUTION:		NAME OF INSTITUTION:

Sun Life Assurance Company of Canada (US)		Sankaty Advisors, LLC as Collateral Manager
		for Castle Hill II – INGOTS, Ltd., as Term
By:	Fairlead Capital Management Inc.	Lender
	as Sub-Advisor
		By:	/s/ Xxxxxxx Xxxxxxx
By:	/s/ Xxx X. Xxxxxxx		Name: Xxxxxxx Xxxxxxx
	Name: Xxx X. Xxxxxxx		Title: Senior Vice President
	Title: President and Chief Investment Officer


NAME OF INSTITUTION:		NAME OF INSTITUTION:

Sankaty Advisors, LLC as Collateral Manager for		Sankaty Advisors, LLC as Collateral Manager
Castle Hill III CLO, Limited, as Term Lender		for Race Point II CLO, Limited, as Term Lender

By:	/s/ Xxxxxxx X. Xxxxxxx	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx		Name: Xxxxxxx X. Xxxxxxx
	Title: Senior Vice President		Title: Senior Vice President

NAME OF INSTITUTION:		NAME OF INSTITUTION:

Sankaty Advisors, LLC as Collateral Manager for		Sankaty Advisors, LLC as Collateral Manager
Castle Hill I – INGOTS, Ltd., as Term Lender		for Loan Funding XI LLC, as Term Lender

By:	/s/ Xxxxxxx X. Xxxxxxx	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx		Name: Xxxxxxx X. Xxxxxxx
	Title: Senior Vice President		Title: Senior Vice President


NAME OF INSTITUTION:		NAME OF INSTITUTION:

Sankaty Advisors, LLC as Collateral Manager for		Sankaty Advisors, LLC as Collateral Manager
Xxxxx Point CLO, Ltd., as Term Lender		for Race Point CLO, Limited, as Term Lender

By:	/s/ Xxxxxxx X. Xxxxxxx	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx		Name: Xxxxxxx X. Xxxxxxx
	Title: Senior Vice President		Title: Senior Vice President


NAME OF INSTITUTION:		NAME OF INSTITUTION:

Harbour Town Funding LLC		Windsor Loan Funding, Limited

By:	/s/ Xxxxxxxx Xxxxxxx	By:	Xxxxxxxxx Capital Partners LLC
	Name: Xxxxxxxx Xxxxxxx		as its Investment Manager
	Title: Assistant Vice President
		By:	/s/ Xxxxxxxxxxx X. Xxxxxx
			Name: Xxxxxxxxxxx X. Xxxxxx
			Title: Managing Partner


NAME OF INSTITUTION:		NAME OF INSTITUTION:

XL Re Ltd.		Xxxxxxxxx Vantage CLO, Ltd.

By:	Xxxxxxxxx Capital Partners LLC	By:	Xxxxxxxxx Capital Partners LLC
	as its Collateral Manager		As Its Interim Asset Manager

By:	/s/ Xxxxxxxxxxx X. Xxxxxx	By:	/s/ Xxxxxxxxxxx X. Xxxxxx
	Name: Xxxxxxxxxxx X. Xxxxxx		Name: Xxxxxxxxxxx X. Xxxxxx
	Title: Managing Partner		Title: Managing Partner

NAME OF INSTITUTION:		NAME OF INSTITUTION:

TRS Callisto LLC		Wachovia Bank National Association

By:	/s/ Xxxxx X. Xxxxxx	By:	/s/ Xxxxxxxx X. Xxxxxxxxx
	Name: Xxxxx X. Xxxxxx		Name: Xxxxxxxx X. Xxxxxxxxx
	Title: Vice President		Title: Managing Director


NAME OF INSTITUTION:

Waterville Funding LLC

By:	/s/ Xxxxxxxx X. Xxxxxxx
	Name: Xxxxxxxx X. Xxxxxxx
	Title: Assistant Vice President

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FIRST AMENDMENT TO CREDIT AGREEMENT

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