CITIZENS COMMUNICATIONS CO
RURAL LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>exhibit10-2.txt
<DESCRIPTION>RURAL LOAN AGREEMENT
<TEXT>
                                                        EXHIBIT 10.2

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                                 Amendment No. 1

                           Dated as of March 31, 2003

                                to Loan Agreement

                          Dated as of October 24, 2001

                                     Between

                         Citizens Communications Company

                                       And

                       Rural Telephone Finance Cooperative


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<PAGE>
     THIS AMENDMENT NO.1, dated as of March 31, 2003 (this "Amendment"), between
Citizens Communications Company, a Delaware corporation ("Borrower"),  and RURAL
TELEPHONE  FINANCE   COOPERATIVE,   a  South  Dakota   cooperative   association
("Lender"),  amends that  certain Loan  Agreement,  dated as of October 24, 2001
(such  agreement,  as amended  from time to time,  the "Loan  Agreement";  terms
defined in the Loan Agreement are used herein as defined  therein),  between the
Lender and the Borrower.

                                   WITNESSETH

     WHEREAS,  the Borrower has requested that the Lender agree to amend certain
provisions of the Loan Agreement; and

     WHEREAS, the Lender has agreed to such amendment upon the terms and subject
to the conditions set forth herein;

     NOW THEREFORE,  in consideration of the premises contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     Section 1.  Amendments to the Loan Agreement

          (a) The  definition  of "EBITDA" in Section 1.01 is hereby  deleted in
     its entirety  and replaced by the  following  definition  of  "Consolidated
     EBITDA" to read as follows:

          "Consolidated EBITDA" shall mean, with respect to the Borrower and its
          Subsidiaries  for any period:  Consolidated Net Income for such period
          plus (a) without duplication and to the extent deducted in determining
          such  Consolidated Net Income,  the sum of (i)  consolidated  interest
          expense for such period, (ii) consolidated income tax expense for such
          period,   (iii)  all  amounts   attributable   to   depreciation   and
          amortization  for such period,  (iv) dividends on preferred stock, (v)
          losses  attributable to minority  interests,  (vi) investment  losses,
          (vii) any  nonrecurring  charges for such period relating to severance
          costs,  restructuring  costs  or  acquisition  assimilation  expenses,
          (viii) any  extraordinary  charges or non-cash charges for such period
          (provided that any cash payment made with respect to any such non-cash
          charge shall be subtracted in computing Consolidated EBITDA during the
          period in which  such  cash  payment  is made) and (ix) net  losses in
          connection  with the early  retirement  of debt and minus (b)  without
          duplication   and  to  the  extent   included  in   determining   such
          Consolidated Net Income,  (i) income or gains attributable to minority
          interests, (ii) investment income and (iii) any extraordinary gains or
          non-cash gains for such period, all determined on a consolidated basis
          in  accordance  with GAAP.  For purposes of  calculating  Consolidated
          EBITDA for any period of four  consecutive  fiscal  quarters  (each, a


<PAGE>

          "Reference  Period")  in  connection  with  any  determination  of the
          Leverage Ratio, if after the first day of such Reference Period and on
          or prior to any date on which the Leverage  Ratio is to be  determined
          the  Borrower  or a  consolidated  Subsidiary  shall  have  effected a
          Material  Transaction,  Consolidated  EBITDA for such Reference Period
          shall be  calculated  after giving pro forma effect  thereto  (without
          giving  effect to cost savings not actually  realized),  as determined
          reasonably  and in  good  faith  by a  Financial  Officer,  as if such
          Material  Transaction  occurred  on the  first  day of such  Reference
          Period. As used in this definition,  `Material  Transaction' means any
          acquisition or disposition  outside the ordinary course of business of
          any property or assets that (x)  constitute  assets  comprising all or
          substantially  all  of an  operating  unit  of a  business  or  equity
          interests of a Person  representing a majority of the ordinary  voting
          power or economic interests in such Person that are represented by all
          its outstanding capital stock and (y) involves aggregate consideration
          in excess of $50,000,000.  Notwithstanding the foregoing, Consolidated
          EBITDA for any period shall not in any event be  calculated to include
          the operations,  income or expenses of any Non-Recourse Joint Venture,
          except to the extent of dividends or other distributions actually paid
          to the Borrower or any of its  consolidated  Subsidiaries  (other than
          Non-Recourse Joint Ventures) during such period.".

          (b) A new definition of "Consolidated  Net Income" is added to Section
     1.01 to read as follows:

          "`Consolidated  Net Income' shall mean, for any period, the net income
          or loss of the Borrower  and its  consolidated  Subsidiaries  for such
          period  determined on a  consolidated  basis in accordance  with GAAP;
          provided   that  there  shall  be  excluded  (a)  the  income  of  any
          Non-Recourse  Joint  Venture  or any  other  Person  (other  than  the
          Borrower)  in which any other  Person  (other than the Borrower or any
          consolidated  Subsidiary  of  the  Borrower  or any  director  holding
          qualifying  shares in compliance  with  applicable law) owns an equity
          interest,  except to the  extent of the amount of  dividends  or other
          distributions actually paid to the Borrower or any of its consolidated
          Subsidiaries  (other than  Non-Recourse  Joint  Ventures)  during such
          period,  and (b) (except as otherwise  specified in the  definition of
          Consolidated  EBITDA in connection  with Material  Transactions),  the
          income or loss of any  Person  accrued  prior to the date it becomes a
          Subsidiary of the Borrower or is merged into or consolidated  with the
          Borrower  or any  Subsidiary  of the  Borrower  or the date  that such
          Person's  assets are acquired by the Borrower or any Subsidiary of the
          Borrower."

          (c) The  definition  of  "Financial  Ratios" in Section 1.01 is hereby
     deleted and replaced by a new definition of "Financial  Ratio",  to read as
     follows:

          "Financial Ratio" shall mean the Leverage Ratio.

          (d) The  definition  of "Interest  Coverage  Ratio" in Section 1.01 is
     hereby deleted.

          (e) The  definition  of  "Interest  Expense" in Section 1.01 is hereby
     deleted.

          (f) The  definition  of  "Leverage  Ratio" in  Section  1.01 is hereby
     amended in its entirety to read as follows:


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<PAGE>

          "Leverage Ratio" shall mean, with respect to any fiscal quarter, as of
          the  date  ending  such  fiscal  quarter,   the  ratio  of  (a)  Total
          Indebtedness as of such fiscal quarter end to (b) Consolidated EBITDA,
          for the four  consecutive  fiscal quarters  immediately  prior to such
          fiscal quarter end (including such fiscal quarter).

          (g) A new definition of "Total  Indebtedness" is added to Section 1.01
     to read as follows:

          "`Total  Indebtedness'  means, as of any date, the aggregate principal
          amount  of   Indebtedness   of  the  Borrower  and  its   consolidated
          Subsidiaries  outstanding  as of such date,  in the amount and only to
          the extent  that such  Indebtedness  would be  reflected  on a balance
          sheet prepared as of such date on a  consolidated  basis in accordance
          with GAAP,  minus the amount of cash and cash equivalents in excess of
          $50,000,000  that would be reflected on such balance sheet;  provided,
          however,  that Total  Indebtedness  shall not include (i) Non-Recourse
          Joint  Venture  Indebtedness,  (ii) the equity units  consisting  of a
          6.75%  senior note due 2006 and a warrant for the common  stock of the
          Borrower (the "6.75% Equity Units") and (iii) the 5% Company Obligated
          Mandatorily  Redeemable Convertible Preferred Securities due 2036 (the
          "EPPICS")."

          (h) Section 5.02 of the Credit  Agreement is amended by  redesignating
     paragraphs  (c) , (d) , (e) and (f) as  paragraphs  (d),(e),  (f) and (g) ,
     respectively, and by adding a new paragraph (c) to read as follows:

          "(c)  concurrently  with any  delivery of financial  statements  under
          paragraph  (a) or (b) of this Section,  a  certificate  of a Financial
          Officer of the  Borrower  (i)  certifying  as to whether a Default has
          occurred  and,  if a Default  has  occurred,  specifying  the  details
          thereof  and any action  taken or  proposed  to be taken with  respect
          thereto  and  (ii)  setting  forth  reasonably  detailed  calculations
          (including  with  respect to any pro forma  effect given to a Material
          Transaction) demonstrating compliance with Section 6.03 as of the last
          day of the  most  recent  fiscal  quarter  covered  by such  financial
          statements;"

          (i) Section 6.03 is hereby amended in its entirety to read as follows:

     6.03 Financial Ratio

     As of the end of any  fiscal  quarter  of the  Borrower  ending  during any
period set forth below the Borrower shall maintain a Leverage Ratio less than or
equal to the ratio set forth opposite such period below:


                                       3
<PAGE>

Period                                        Leverage Ratio
December 31, 2002 to December 30, 2003          4.5 to 1
December 31, 2003 to December 30, 2004          4.25 to 1
December 31, 2004 and after                     4.00 to 1


          (j) Section 7.08 of the Loan Agreement is hereby deleted.

          (k) Appendix A to the Loan Agreement is hereby deleted.

     Section 2.  Representations  and Warranties of the Borrower.  To induce the
Lender to enter into this Amendment, the Borrower represents and warrants to the
Lender that, on the Effective  Date (as defined  below),  after giving effect to
this Amendment:

               (a)  No  Default  of  Event  of  Default  has   occurred  and  is
          continuing;

               (b) the  execution,  delivery and  performance by the Borrower of
          this  Amendment have been duly  authorized by all necessary  corporate
          and other  action  and do not and will not  require  any  registration
          with,  consent  or  approval  of,  notice to or action  by, any Person
          (including any Governmental Authority).  The Loan Agreement as amended
          by this Amendment  constitutes the legal, valid and binding obligation
          of the Borrower,  enforceable  against the Borrower in accordance with
          its terms,  except as  enforceability  may be  limited  by  applicable
          bankruptcy,  reorganization,  insolvency,  moratorium  or  other  laws
          affecting  the  enforcement  of  creditors'  rights  generally  and by
          general  principles or equity,  including an implied  covenant of good
          faith and fair dealing and

               (c) all of the  representations and warranties of the Borrower in
          or  pursuant  to any Loan  Document  shall be true and  correct in all
          material  respects on and as of such date as if made on and as of such
          date (other than any such representations or warranties that, by their
          terms,  refer to a specific  date,  in which case as of such  specific
          date).

     Section 3. Conditions to  Effectiveness.  This Amendment shall be effective
(such date, the "Effective Date") when the following  conditions precedent shall
have been satisfied:

          (a) The Lender shall have  received  counterparts  hereof  executed by
     duly authorized officers of the Borrower

          (b) All fees and  expenses due and owing to the Lender shall have been
     paid.

          (c) The Lender shall have received such other  documents,  instruments
     and  legal  opinions  in  respect  of  any  aspect  or  consequent  of  the
     transactions contemplated hereby as it shall reasonably request.


                                       4
<PAGE>

     Section 4. Reference to and Effect in the Loan Agreement.

          (a) Upon the Effective  Date,  each reference in the Loan Agreement to
     "this Agreement",  "hereunder",  "hereof" or words of like import referring
     to the Loan Agreement,  shall mean and be a reference to the Loan Agreement
     as amended hereby.

          (b) Except as  specifically  amended above,  the Loan Agreement is and
     shall continue to be in full force and effect and is hereby in all respects
     ratified and confirmed.

          (c) The execution,  delivery and effectiveness of this Amendment shall
     not, except as expressly provided herein, operate as a waiver of any right,
     power or remedy of the Lender  under the Loan  Agreement,  or  constitute a
     waiver of any provision of any of the Loan Agreement.

     Section 5. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and  delivered  shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.

     Section  6.  Governing  Law.  This  Amendment  shall be  governed  by,  and
construed in accordance with, the laws of the Commonwealth of Virginia.

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<PAGE>


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the date first above written.

                       CITIZENS COMMUNICATIONS COMPANY

                       By:    /s/ Donald B. Armour
                           -------------------------------------
                       Name:  Donald B. Armour
                       Title: Senior Vice President, Finance and Treasurer


                       RURAL TELEPHONE FINANCE COOPERATIVE

                       By:     /s/ Kenneth A. Fried
                          ---------------------------------------
                       Name:   Kenneth A. Fried
                       Title:: Assistant - Secretary Treasurer



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