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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 29, 2005
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FairPoint Communications, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 333-56365 13-3725229
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State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
521 East Morehead Street,
Suite 250,
Charlotte, North Carolina 28202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 344-8150
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N/A
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On April 29, 2005, FairPoint Communications, Inc. (the "Company")
entered into the Second Amendment and Consent to Credit Agreement (the "Second
Amendment"), among the Company, various lenders party to the Credit Agreement,
dated as of February 8, 2005 (the "Credit Agreement"), and Deutsche Bank Trust
Company Americas, as administrative agent. The Second Amendment is a technical
amendment to the Credit Agreement which, among other things, modifies certain of
the requirements relating to the Company's dividend payment (in accordance with
its previously announced dividend policy) for the quarter ended June 30, 2005.
The Second Amendment is filed as Exhibit 10.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
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10.1 Second Amendment and Consent to Credit Agreement,
dated as of April 29, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FAIRPOINT COMMUNICATIONS, INC.
By: /s/ Walter E. Leach, Jr.
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Name: Walter E. Leach, Jr.
Title: Executive Vice President and
Chief Financial Officer
Date: May 3, 2005