EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 27th, 2003 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
EXECUTION FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT"), dated as of March 6, 2003, among FAIRPOINT CARRIER SERVICES, INC. (formerly known as FairPoint Communications Solutions Corp., a Delaware corporation...Credit Agreement • March 27th, 2003 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
Exhibit 10.3 AMENDED AND RESTATED PLEDGE AGREEMENT AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of March 30, 1998 and amended and restated as of March 6, 2003 (as so amended and restated and as the same may be further amended, amended and restated,...Pledge Agreement • March 27th, 2003 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
ARTICLE IIIndenture • March 27th, 2003 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.30 [FairPoint Communications, Inc. logo] November 13, 2002 Shirley J. Linn, Esquire 2124 Kenmore Avenue Charlotte, North Carolina 28204 Dear Shirley: Pursuant to your offer letter from FairPoint Communications, Inc. (the "Company") dated...Severance Agreement • March 27th, 2003 • Fairpoint Communications Inc • Telephone communications (no radiotelephone)
A TERM NOTETerm Note • March 27th, 2003 • Fairpoint Communications Inc • Telephone communications (no radiotelephone)
This Note is one of the A Term Notes referred to in the Credit Agreement, dated as of March 30, 1998 and amended and restated as of March 6, 2003, among the Borrower, the lenders from time to time party thereto (including the Lender), Bank of America, N.A., as Syndication Agent, Wachovia Bank, N.A., as Documentation Agent, and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as Administrative Agent (as so amended and restated and as the same may be further amended, amended and restated, modified or supplemented from time to time, the "AGREEMENT"), and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Agreement). This Note is secured pursuant to the Pledge Agreement (as defined in the Agreement). As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the Final Maturity Date, in whole or in part.
RECITALS:Employment Agreement • March 27th, 2003 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • North Carolina
New York, New York March 3, 2003 To: CREDIT SUISSE FIRST BOSTON LLC SALOMON SMITH BARNEY INC. BANC OF AMERICA SECURITIES LLC DEUTSCHE BANK SECURITIES INC. WACHOVIA SECURITIES, INC. As Representatives of the Several Initial Purchasers In care of:...Registration Rights Agreement • March 27th, 2003 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
Exhibit 10.27 Telephone: 704-344-8150 EUGENE B. JOHNSON Facsimile: 704-344-1594 VICE CHAIRMAN [FAIRPOINT COMMUNICATIONS LOGO] 521 East Morehead Street Suited 250 Charlotte, NC 28202 November 21, 2002 John P. Duda President FairPoint Communications,...Employment Agreement • March 27th, 2003 • Fairpoint Communications Inc • Telephone communications (no radiotelephone)
Exhibit 10.2 AMENDED AND RESTATED SUBSIDIARY GUARANTY AMENDED AND RESTATED SUBSIDIARY GUARANTY, dated as of March 30, 1998 and amended and restated as of March 6, 2003 (as so amended and restated and as the same may be further amended, amended and...Subsidiary Guaranty • March 27th, 2003 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
Exhibit 10.15 C TERM NOTE - FLOATING RATEC Term Note - Floating Rate • March 27th, 2003 • Fairpoint Communications Inc • Telephone communications (no radiotelephone)
RF NOTERf Note • March 27th, 2003 • Fairpoint Communications Inc • Telephone communications (no radiotelephone)
This Note is one of the RF Notes referred to in the Credit Agreement, dated as of March 30, 1998 and amended and restated as of March 6, 2003, among the Borrower, the lenders from time to time party thereto (including the Lender), Bank of America, N.A., as Syndication Agent, Wachovia Bank, N.A., as Documentation Agent, and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as Administrative Agent (as so amended and restated and as the same may be further amended, amended and restated, modified or supplemented from time to time, the "AGREEMENT"), and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Agreement). This Note is secured pursuant to the Pledge Agreement (as defined in the Agreement). As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the Final Maturity Date, in whole or in part.
Exhibit 10.16 C TERM NOTE - FIXED RATEC Term Note - Fixed Rate • March 27th, 2003 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
