CREDIT AGREEMENT Dated as of January 24, 2011 among FAIRPOINT COMMUNICATIONS, INC. and FAIRPOINT LOGISTICS, INC., as the Borrowers, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and The Other Lenders Party Hereto BANC OF AMERICA...Credit Agreement • January 25th, 2011 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
This CREDIT AGREEMENT is entered into as of January 24, 2011, among FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation (“FairPoint”), FairPoint Logistics Inc., a South Dakota corporation (“Logistics”; Logistics, together with FairPoint, each a “Borrower” and collectively, the “Borrowers”), the Lenders (as hereinafter defined), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
SECURITY AGREEMENT By FAIRPOINT COMMUNICATIONS, INC., and ITS SUBSIDIARIES PARTY HERETO, as Grantors, and BANK OF AMERICA, N.A., as Administrative AgentSecurity Agreement • January 25th, 2011 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
This SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of January 24, 2011 among FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation (“FairPoint”), FAIRPOINT LOGISTICS, INC., a South Dakota corporation (“FairPoint Logistics”; and together with FairPoint, each a “Borrower” and collectively the “Borrowers”), each Subsidiary of FairPoint listed on the signature pages hereto (collectively, together with each Subsidiary that becomes a party hereto pursuant to Section 7.11 of this Agreement, the “Guarantors” and, together with the Borrowers, the “Grantors”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, and together with any successors and assigns in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties.
CONTINUING GUARANTYContinuing Guaranty • January 25th, 2011 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
CONTINUING GUARANTY (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”), dated as of January 24, 2011 made by and among each of the undersigned guarantors (each, a “Guarantor” and collectively, the “Guarantors”) in favor of BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”), for the benefit of the Secured Parties. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
WARRANT AGREEMENT (Common Stock Warrants) by and between FairPoint Communications, Inc. and The Bank of New York Mellon, as Warrant Agent Dated as of January 24, 2011Warrant Agreement • January 25th, 2011 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
This WARRANT AGREEMENT (this “Warrant Agreement”), entered into on January 24, 2011, between FairPoint Communications, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as Warrant Agent (the “Warrant Agent”).
FAIRPOINT LITIGATION TRUST AGREEMENTLitigation Trust Agreement • January 25th, 2011 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
This Agreement is executed in order to establish a litigation trust (the “Litigation Trust”) in connection with FairPoint’s Third Amended Joint Plan of Reorganization, dated December 29, 2010, filed in the United States Bankruptcy Court for the Southern District of New York pursuant to the provisions of chapter 11 of the Bankruptcy Code (Case No. 09-16335 (BRL)), including any supplement to such Plan and the exhibits and schedules thereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms and provisions thereof, the “Plan”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2011 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of January 24, 2011 (this “Agreement”) is made between (i) FairPoint Communications, Inc., a Delaware corporation (the “Company”), and (ii) Angelo, Gordon & Co., L.P. (“Angelo Gordon”), on behalf of and as investment manager of the Persons set forth on Schedule I hereto (together with Angelo Gordon, the “Ten Percent Holders”). Capitalized terms used herein without definition shall have the meanings set forth in Section 10.
PLEDGE AGREEMENTPledge Agreement • January 25th, 2011 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
PLEDGE AGREEMENT, dated as of January 24, 2011 (as amended, restated, modified and/or supplemented from time to time, the “Agreement”), made by each of the undersigned pledgors (each, a “Pledgor” and together with any other entity that becomes a party hereto pursuant to Section 24 hereof, collectively, the “Pledgors”), in favor of BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with any successors and assigns in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties.
