AMENDMENT,WAIVER, RESIGNATION AND APPOINTMENTAGREEMENT

Loans of the assigning Lender, and, in each case such assigning Lender’s related rights and obligations hereunder”.

(k)                                  The Exhibits to the 2008 Credit Agreement are hereby amended by inserting Exhibit B-5, attached hereto, in appropriate alphabetical and numerical order.

(l)                                     Clause (X) of the second proviso of Section 11.11(a) of the 2008 Credit Agreement is hereby amended in accordance with the parenthetical of Section 11.11(a)(iii) of the 2008 Credit Agreement by inserting “, LCPI Loans” after the phrase “all outstanding Term Loans”.

(m)                               The Borrower, LCPI and the undersigned Required Lenders (including the undersigned Majority Lenders under the Revolving Credit Facility) hereby (i) acknowledge and agree all the outstanding RF Loans of LCPI shall be converted to LCPI Loans in accordance with the amendments set forth in clauses (a) through (f) of this Section 1.01 and shall no longer be RF Loans thereafter, (ii) waive the requirements of Section 2.03(g) of the 2008 Credit Agreement that require all partial reductions of the Commitments under a Facility apply proportionately to reduce the Commitment of each Lender under such Facility solely with respect to the transactions described in this Section 1.01, (iii) agree that, effective as of the Effective Date, all the Revolving Commitments of LCPI, in its capacity as an RF Lender, are terminated and of no further force and effect and (iv) acknowledge and agree that all the Revolving Commitments of all the other RF Lenders, other than LCPI, shall remain in full force and effect.

(n)                                 In consideration of the amendments set forth in this Amendment, effective as of the Effective Date, LCPI hereby waives (i) its right to pro rata sharing in any prepayment or payment made with respect to the RF Loans pursuant to Section 11.06(a) of the Amended Credit Agreement and (ii) any right to prepayment of the LCPI Loans pursuant to Section 2.02 of the Amended Credit Agreement so long as any RF Loan remains outstanding under and in accordance with the Amended Credit Agreement.

SECTION 1.02.                                             Replacement of References to LCPI. Other than in Sections 3.03(C), 1.01(h) and 1.05(e-1) of the 2008 Credit Agreement, as amended herein, and in the definition of “LCPI” contained in Section 9 of the 2008 Credit Agreement, each instance of the words “Lehman Commercial Paper Inc.” and “LCPI” in the 2008 Credit Agreement are hereby replaced with “Bank of America, N.A.”

SECTION 1.03.                                             Amendment to Section 1.01(e).  Clause (i) of the second sentence of Section 1.01(e) of the 2008 Credit Agreement is hereby deleted in its entirety and replaced by the following:

(i) the Swingline Lender shall not be obligated to make or maintain any Swingline Loan and any advance of a Swingline Loan shall be made in the Swingline Lender’s sole discretion

SECTION 1.04.                                             Amendment to Section 1A.01(c).  Section 1A.01(c) of the 2008 Credit Agreement is hereby deleted in its entirety and replaced by the following:

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Notwithstanding the foregoing, in the event that (i) a Lender Default exists or (ii) any Letter of Credit Issuer determines in good faith or obtains actual knowledge that any Lender is an Impacted Lender, the respective Letter of Credit Issuer shall not be required to issue any Letter of Credit unless arrangements satisfactory to the respective Letter of Credit Issuer shall have been entered into (“Section 1A.01(c) Arrangements”) to eliminate such Letter of Credit Issuer’s risk with respect to the participation in Letters of Credit of such Defaulting Lender or Impacted Lender or Lenders, which may include requiring the Borrower to cash collateralize each Defaulting Lender’s or Impacted Lender’s Percentage of the Letter of Credit Outstandings; provided, that, if at any time a Lender is deemed to no longer be an Impacted Lender in accordance with Section 11.17(a), any cash collateral provided by the Borrower to collateralize such Lender’s Percentage of the Letter of Credit Outstandings shall be released by each applicable Letter of Credit Issuer and returned to the Borrower.

SECTION 1.05.                                             Amendment to Section 2.01.  (a)  Each of the undersigned (including all of the RF Lenders) hereby agrees that Section 2.01(a) of the 2008 Credit Agreement is hereby amended by inserting the following immediately after the phrase “each RF Lender that is a Non-Defaulting Lender”: “and that is not an Impacted Lender”.

(b)                                 Each of the undersigned (including all of the RF Lenders) hereby agrees that Section 2.01(c) of the 2008 Credit Agreement is hereby amended by inserting the following immediately after the phrase “for the account of each Non-Defaulting Lender”: “that is not an Impacted Lender”.

SECTION 1.06.                                             Amendment to Section 3.02.  (a)                                     Section 3.02 of the 2008 Credit Agreement is hereby amended by adding the following after the words “The Borrower shall have the right to prepay Loans” occurring in the first sentence thereof:  “(other than the LCPI Loans, to which such prepayments shall not be applied if RF Loans are outstanding)”.

(b)                                 Clause (i) of Section 3.02 of the 2008 Credit Agreement is hereby amended by adding “, LCPI Loans” after the words “whether such Loans are A Term Loans under the A Term Facility, B Term Loans under the B Term Facility, RF Loans”.

SECTION 1.07.                                             Amendment to Section 7.09(a) and Related Provisions.

(a)                                  Section 7.09(a) of the 2008 Credit Agreement is hereby amended by replacing the last proviso thereto with the following:

provided, further, that the quarterly per share dividend amount payable by the Borrower (after taking into account any stock split or stock dividend) may not be:  (1) increased above the per share amount of the dividend paid by the Company on October 17, 2008 except during any Applicable Leverage Ratio Period; or (2) increased from the amount of the dividend declared for the preceding quarter except that, if at any time the Borrower declares a quarterly dividend that is less than the per share amount of the dividend paid by the Company on October 17,

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2008, it may at any subsequent time increase the quarterly dividend to any amount up to and including the per share amount of the dividend paid by the Company on October 17, 2008, so long as after giving effect thereto the Borrower is in compliance with Section 7.09(a)(iii).

(b)                                 Section 7.09 of the 2008 Credit Agreement is hereby amended by inserting the following new clause (xvii):

(xvii)  the Borrower may prepay, repurchase, redeem or otherwise acquire for value any Spinco Senior Notes so long as (A) no Default or Event of Default is then in existence or would exist immediately after giving effect thereto, (B) no Dividend Suspension Period is then in effect, (C) the Minimum Liquidity Condition is satisfied at such time (before and after giving effect to the respective repayment, repurchase, redemption or acquisition of Spinco Senior Notes), (D) the Borrower shall have delivered an officer’s certificate on the date of the proposed repayment, repurchase, redemption or acquisition certifying that the Cumulative Distributable Cash on such date (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such proposed repayment, repurchase, redemption or acquisition) exceeds the aggregate amount of the proposed repayment, repurchase, redemption or acquisition of Spinco Senior Notes, and (E) such Spinco Senior Notes shall be retired promptly upon such repurchase, redemption or other acquisition by the Borrower; provided, that in the event the Borrower exercises its rights to redeem any Spinco Senior Notes in accordance with the indenture governing such Spinco Senior Notes, (x) the conditions set forth in the foregoing clauses (A) through (D) of this Section 7.09(a)(xvii) shall be satisfied as of the date of delivery of a redemption notice in accordance with such indenture and (y) no Default under Section 8.01 or 8.05 and no Event of Default shall exist as of the date of or would exist immediately after giving effect to such repayment, repurchase, redemption or acquisition of Spinco Senior Notes.  Notwithstanding anything herein to the contrary, any gains of the Borrower arising from any prepayment, repurchase, redemption or other acquisition of Spinco Senior Notes permitted under this Section 7.09(a)(xvii) shall be deemed to be “non-cash gains” for the purpose of calculating Adjusted Consolidated EBITDA, Available Cash and Excess Cash Flow and for all purposes under the Credit Documents.

(c)                                  In connection with the amendment described in the foregoing clause (b) of this Section 1.07, clause (ii) of Section 3.03(A)(f) of the 2008 Credit Agreement (which, for the avoidance of doubt, excludes the remainder of such Section 3.03(A)(f) commencing with “in each case less”, which remaining portion shall remain unchanged) is hereby deleted in its entirety and replaced by the following:

“(ii) 90% of (1) Excess Cash Flow, if any, during the preceding fiscal quarter minus (2) the sum of (x) the amount of Dividends paid in cash by the Borrower on the Borrower Common Stock during such fiscal quarter as otherwise permitted by this Credit Agreement and (y) the amount of prepayments, repurchases,

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redemptions or acquisitions of Spinco Senior Notes paid in cash during such fiscal quarter as permitted by Section 7.09(a)(xvii) of this Credit Agreement”

(d)                                 In connection with the amendment described in the foregoing clause (b) of this Section 1.07, the second parenthetical of clause (ii) of the definition of “Cumulative Distributable Cash” set forth in Section 9 of the 2008 Credit Agreement is hereby amended by inserting the following at the end of such parenthetical:

“but, for the avoidance of doubt, including, without limitation, Restricted Payments made in accordance with Section 7.09(a)(iii) or Section 7.09(a)(xvii))”

(e)                                  In connection with the amendment described in the foregoing clause (b) of this Section 1.07, the definition of “Minimum Liquidity Condition” set forth in Section 9 of the 2008 Credit Agreement is hereby amended by replacing the phrase “as of any date on which a Dividend is to be paid on the Borrower Common Stock” with the phrase “as of any date on which a Dividend is to be paid on the Borrower Common Stock (including any such Dividend made pursuant to Section 7.09(a)(iii)) or a Restricted Payment is to be made pursuant to Section 7.09(a)(xvii)”.

SECTION 1.08.                                             Amendments to Section 9.  Section 9 of the 2008 Credit Agreement is hereby amended, effective as of the date that is one Business Day after the Effective Date, by (a) adding the following new clause (iii) to the definition of “Lender Default”: “or (iii) with respect to any RF Lender (solely with respect to such RF Lender’s RF Loans), any Distress Event has occurred with respect to such RF Lender”; and (b) inserting the following definitions in alphabetical order:

“Distress Event” means, with respect to any Person (each, a “Distressed Person”), a voluntary or involuntary case with respect to such Distressed Person under the Bankruptcy Code or any similar bankruptcy laws of its jurisdiction of formation, or a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any Person that directly or indirectly controls such Distressed Person is subject to a forced liquidation, merger, sale or other change of control supported in whole or in part by guaranties or other support of (including without limitation the nationalization or assumption of ownership or operating control by) the U.S. government or other governmental authority, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any governmental authority having regulatory authority over such Distressed Person or its assets to be, insolvent, bankrupt, or deficient in meeting any capital adequacy or liquidity standard of any governmental authority applicable to such Distressed Person.

“Impacted Lender” means any RF Lender (a) that has given verbal or written notice to the Administrative Agent or any Lender or has otherwise publicly announced that such RF Lender believes it will become, or that fails following inquiry promptly to provide to the Administrative Agent, a Letter of

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Credit Issuer or the Swingline Lender making such inquiry reasonably satisfactory assurance that such RF Lender will not become, a Defaulting Lender, (b) as to which the Administrative Agent, a Letter of Credit Issuer or the Swingline Lender has a good faith belief that such RF Lender has defaulted more than once in fulfilling its funding obligations (as a lender, letter of credit issuer or issuer of bank guarantees and including, but not limited to, funding or paying when due loan requests, swingline participations, letter of credit participations, pro rata sharing obligations and expense and indemnification obligations) under any other syndicated credit facility and such RF Lender shall not have provided assurances satisfactory to the Administrative Agent, Letter of Credit Issuer and Swingline Lender that despite such defaults such RF Lender will not become a Defaulting Lender hereunder, or (c) with respect to which any Distress Event has occurred with respect to any Affiliate of such RF Lender that directly or indirectly controls such RF Lender.

SECTION 1.09.                                             Amendments to Section 10. Section 10 of the 2008 Credit Agreement is hereby amended by deleting Section 10.13 in its entirety and replacing it with the following:

10.13                     Removal of Agent that is a Defaulting Lender.  If at any time any Lender serving as an Agent becomes a Defaulting Lender or a Distress Event occurs with respect to such Lender, or an Affiliate of a Defaulting Lender or a Lender subject to a Distress Event is serving as an Agent (each, a “Defaulting Agent”), and such Defaulting Agent fails to cure all Lender Defaults that caused it to become a Defaulting Lender or to cure or enter into arrangements reasonably satisfactory to the Required Lenders and, so long as no Default or Event of Default has occurred and is continuing, the Borrower to eliminate any risk arising from such Defaulting Agent serving as an Agent within 15 Business Days’ from the date it became a Defaulting Agent, then the Borrower, so long as no Default or Event of Default has occurred and is continuing, or the Required Lenders may, but shall not be required to, direct such Defaulting Agent to resign as Agent (including, without limitation, any functions and duties as Collateral Agent, Custodian, Letter of Credit Issuer and/or Swingline Lender, as the case may be), and upon the direction of the Borrower (so long as no Default or Event of Default has occurred and is continuing) or the Required Lenders, as the case may be, such Defaulting Agent shall be required to so resign, in accordance with the terms of Section 10.10.  Such resigning Defaulting Agent shall cooperate reasonably and in good faith to effectuate the transfer of the agency to the successor Agent appointed in accordance with the terms of Section 10.10, including, without limitation, the execution and delivery of such assignments, modifications, documents, certificates and further assurances as such successor Agent may reasonably request.

SECTION 1.10.                                                           Amendments to Section 11.  (a) Section 11.03 of the 2008 Credit Agreement is hereby deleted in its entirety and replaced by the following:

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11.03                     Notices.

(a)                                  Generally.  Except in the case of notices and other communications expressly permitted to be given verbally or by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(1)                                  if to the Administrative Agent or the Swingline Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 11.03;

(2)                                  if to the Borrower, to:

FairPoint Communications, Inc.

521 East Morehead Street, Suite 500

Charlotte, North Carolina 28202

Attn: Shirley J. Linn, Executive Vice President and General Counsel

with a copy to:

Paul, Hastings, Janofsky & Walker LLP

75 E. 55th Street

New York, New York  10022

Attn:  Richard S. Denhup, Esq.; and

(3)                                  if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified on Annex II hereto.

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).  Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

(b)                                 Electronic Communications.  Notices and other communications to the Lenders and each Letter of Credit Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or any Letter of Credit Issuer pursuant to Section 1 or Section 1A if such Lender or such Letter of Credit Issuer, as applicable, has notified the Administrative Agent that it

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is incapable of receiving notices under such Section by electronic communication.  The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c)                                  The Platform.  The Borrower hereby acknowledges that (i) the Administrative Agent will make available to the Lenders and each Letter of Credit Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities.  The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (1) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (2) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, each Letter of Credit Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws; (3) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (4) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE

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ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent or any of its Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, each Letter of Credit Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of materials and/or information provided by or on behalf of the Borrower under the Credit Documents through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, each Letter of Credit Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d)                                 Change of Address, Etc.  Each of the Borrower, the Administrative Agent, each Letter of Credit Issuer and the Swingline Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto.  Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, each Letter of Credit Issuer and the Swingline Lender.  In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.  Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States federal or state securities laws.

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(e)                                  Reliance by Administrative Agent, each Letter of Credit Issuer and Lenders.  The Administrative Agent, each Letter of Credit Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Borrower shall indemnify the Administrative Agent, each Letter of Credit Issuer, each Lender and each such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates, of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower.

(b)                                 Section 11 of the 2008 Credit Agreement is hereby amended by attaching Schedule 11.03 attached to this Amendment as Schedule 11.03 thereto.

(c)                                  Section 11 of the 2008 Credit Agreement is hereby amended by inserting the following new Section 11.17:

11.17                     Impacted Lenders and Defaulting Lenders.  (a) If at any time after a Lender has been deemed to be an Impacted Lender, such Lender fulfills its funding obligations under and in accordance with this Credit Agreement, so long as no Lender Default has occurred and is continuing with respect to such Lender, such Lender shall no longer be deemed to be an Impacted Lender.

(b)                                 Without limiting any of the rights of the Borrower to replace any such Defaulting Lender pursuant to Section 1.13, if any one or more Lender Defaults of the type identified in clause (i) or (ii) of the definition of Lender Default (each, a “Specified Lender Default”) occur with respect to any Defaulting Lender, so long as no Lender Defaults of the type identified in clause (iii) of the definition thereof shall have occurred with respect to such Defaulting Lender, such Defaulting Lender shall have a one-time right during the period commencing on the date such Lender became a Defaulting Lender and ending on the 30th Business Day thereafter (the “Lender Cure Period”) to cure all (but not less than all) of such Specified Lender Defaults to the satisfaction of the Borrower, the Administrative Agent and each Letter of Credit Issuer.  On the first Business Day after such Defaulting Lender obtains written acknowledgment of the Borrower, the Administrative Agent and each Letter of Credit Issuer acknowledging the cure of all (but not less than all) Specified Lender Defaults of such Lender (such date, the “Reinstatement Date”), (a) such Lender will no longer be deemed to be a Defaulting Lender under this Agreement, (b) all such Lender’s voting rights and rights to payment under the Credit Documents that were suspended as a result of its status as a Defaulting Lender shall be restored and (c) the Borrower shall no longer have the right to replace such Lender pursuant to Section 1.13 with respect to the cured Specified Lender Defaults.  Prior to any Reinstatement Date, each

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Defaulting Lender shall remain liable to the Borrower and the other Credit Parties for any and all damages arising out of, in connection with, or as a result of, each Specified Lender Default, consistent with the terms of this Agreement.  If one or more additional Lender Defaults occur after the Reinstatement Date with respect to such Lender, the prior written consent of the Required Lenders in their sole discretion and, so long as no Event of Default shall have occurred and be continuing, the Borrower in its sole discretion shall be required to restore such Lender as a Non-Defaulting Lender.

SECTION 1.11.                                             Resignation and Waiver.  (a) Each of the Lenders party hereto hereby (i) acknowledges the resignation of LCPI as Administrative Agent, Collateral Agent and Swingline Lender under the Credit Documents, and (ii) waives the requirement under Section 10.10 of the 2008 Credit Agreement that LCPI provide 15 Business Days’ prior written notice prior to its resignation under the Agency Assignment and Assumption becoming effective.

(b)                                 By execution hereof, effective as of the Effective Date (a) Bank of America hereby resigns as Syndication Agent under the Amended Credit Agreement and (b) Morgan Stanley Senior Funding, Inc., hereby resigns as Co-Documentation Agent.

(c)                                  Each of the Lenders party hereto hereby (i) acknowledges the resignations described in clause (b) of this Section 1.11, and (ii) waives the requirement under Section 10.10 of the 2008 Credit Agreement that Bank of America and Morgan Stanley Senior Funding, Inc. provide 5 Business Days’ prior written notice prior to its resignation becoming effective.

SECTION 1.12.                                             LCPI and the Amended Credit Agreement. The parties hereto hereby confirm that, as of the date hereof, all of the provisions of the Amended Credit Agreement, including, without limitation, Section 10 (The Agents) and Section 11.01 (Payment of Expenses), to the extent they pertain to LCPI as Administrative Agent or Collateral Agent, continue in effect for the benefit of LCPI, its sub-agents and their respective affiliates in respect of any actions taken or omitted to be taken by any of them as Administrative Agent, Collateral Agent or a sub-agent thereof and inure to the benefit of LCPI.

SECTION 1.13.                                             LCPI as Bailee. On and after the Effective Date, all possessory collateral held by LCPI for the benefit of the Lenders or Secured Creditors, as applicable shall be deemed to be held by LCPI as agent and bailee for the Successor Administrative Agent for the benefit of the Lenders or Secured Creditors, as applicable, until such time as such possessory collateral has been delivered to the Successor Administrative Agent.  Notwithstanding anything herein to the contrary, each Credit Party agrees that all of such Liens granted by any Credit Party, shall in all respects be continuing and in effect and are hereby ratified and reaffirmed by each Credit Party.  Without limiting the generality of the foregoing, any reference to LCPI on any publicly filed document, to the extent such filing relates to the liens and security interests in the Collateral assigned hereby or by the Assignment and Assumption and until such filing is modified to reflect the interests of the Successor Administrative Agent, shall, with respect to such liens and security interests, constitute a reference to LCPI as collateral representative of the Successor Administrative Agent; provided, that the parties hereto agree that LCPI’s role as such collateral representative shall impose no duties, obligations, or liabilities on LCPI, including,

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without limitation, any duty to take any type of direction regarding any action to be taken against such Collateral, whether such direction comes from the Successor Administrative Agent, the Required Lenders, or otherwise and LCPI shall have the full benefit of the protective provisions of Section 10 of the Amended Credit Agreement (The Agents) while serving in such capacity.

SECTION 1.14.                                             Release.  Each of the Borrower, the other Credit Parties and the Agents hereby unconditionally and irrevocably waive all claims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent, which any of them may have or claim to have against LCPI (in its capacity as Administrative Agent, Collateral Agent, Pledgee, Custodian, a Lender, hedging counterparty, or any other capacity under the Credit Documents) or its agents, employees, officers, affiliates, directors, representatives, attorneys, successors and assigns (collectively, the “Released Parties”) to the extent arising at any time on or before the Effective Date out of or in connection with the Credit Documents (collectively, the “Claims”).  Each of the Borrower, the Credit Parties, the Agents and the Lenders further agree forever to refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any Released Parties with respect to such Claims.  Each of the Released Parties shall be a third party beneficiary of this Agreement.  Notwithstanding anything herein to the contrary, in no event shall this Section 1.12 release or be deemed to release LCPI or any other Released Party from any claims, suits, debts, liens, losses, causes of actions, damages, costs or expenses of any kind, character or nature arising under this Amendment, the Assignment and Assumption, the 2008 Credit Agreement or the Amended Credit Agreement, in each case to the extent arising after the Effective Date.