AMENDMENT, WAIVER, RESIGNATION AND APPOINTMENT AGREEMENTAppointment Agreement • January 22nd, 2009 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
THIS AMENDMENT, WAIVER, RESIGNATION AND APPOINTMENT AGREEMENT, dated as of January 21, 2009 (this “Amendment”), is by and among FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation (the “Company”), the Lenders (as defined below) party hereto, LEHMAN COMMERCIAL PAPER INC. (“LCPI”), a debtor and debtor in possession under chapter 11 of the Bankruptcy Code (as defined below), as resigning Administrative Agent, Collateral Agent and Swingline Lender (as each such role is defined in the 2008 Credit Agreement defined below and in the other Credit Documents) under the 2008 Credit Agreement (as defined below), and BANK OF AMERICA, N.A. (“Bank of America”), as Syndication Agent and as successor Administrative Agent, Collateral Agent and Swingline Lender under the Amended Credit Agreement (as defined below).
