Exhibit 10.1
AMENDMENT NO. 2
This AMENDMENT NO. 2 dated as of, May 6, 2009, (this "Amendment") by and between
FRONTIER COMMUNICATIONS CORPORATION, a Delaware corporation (formerly Citizens
Communications Company) ("Borrower"), and RURAL TELEPHONE FINANCE COOPERATIVE, a
District of Columbia cooperative association ("Lender").
RECITALS
WHEREAS, Borrower and Lender have entered into a Loan Agreement dated as of
October 24, 2001, as amended by Amendment No. 1 dated as of March 31, 2003
(jointly the "Loan Agreement");
WHEREAS, Borrower has requested Lender to consent to certain modifications
to the terms and conditions of the Loan Agreement and Lender has agreed to such
modifications;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Borrower and Lender hereby agree as follows:
1. Definitions. Terms not specifically defined herein shall have the
meanings respectively assigned to them in the Loan Agreement.
2. Representations and Warranties. Borrower hereby represents and
warrants that as of the date hereof the Loan Agreement is in full
force and effect, and Borrower is not in default of any Obligation.
3. Section 6.03 of the Loan Agreement is hereby deleted in its entirety
and shall be replaced by the following:
6.03 Financial Ratio. As of the end of each fiscal quarter of the
Borrower, the Borrower shall have a Leverage Ratio not greater
than 4.50 to 1.00.
4. The following shall be added to Section 2.03 of the Loan Agreement:
(d) Notwithstanding anything set forth herein to the contrary,
if, as of the end of any fiscal quarter of the Borrower, the
Borrower has a Leverage Ratio in excess of 4.00 to 1.00 the
Applicable Rate shall be increased by 0.25% and such increased
rate shall apply to the next quarterly payment.
5. Merger and Integration. This Amendment, the Loan Agreement and the
matters incorporated by reference contain the entire agreement of the
parties hereto with respect to the matters covered and the
transactions contemplated hereby.
6. Severability. If any term, provision or condition, or any part
thereof, of this Amendment, shall for any reason be found or held
invalid or unenforceable such invalidity or unenforceability shall not
affect the remainder of such term, provision or condition nor any
other term, provision or condition, and this Amendment, and the Loan
Agreement shall survive and be construed as if such invalid or
unenforceable term, provision or condition had not been contained
therein.
7. Incorporation of Terms of Loan Agreement. Except as otherwise amended
or modified herein, the terms, conditions and provisions of the Loan
Agreement are incorporated herein by reference as if set forth in full
herein and remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
2 to be duly executed as of the day and year first above written.
FRONTIER COMMUNICATIONS CORPORATION
By: /s/ David R. Whitehouse
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David R. Whitehouse
Senior Vice President and Treasurer
Attest: /s/ David G. Schwartz (SEAL)
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Assistant Secretary
RURAL TELEPHONE FINANCE COOPERATIVE
By: /s/ Barry Carroll
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Name: Barry Carroll
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Title: Assistant Secretary-Treasurer
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Attest: /s/ William R. Knecht, III (SEAL)
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Assistant Secretary-Treasurer