FairPoint Communications 2004 Annual Report Download - page 353

Exhibit 10.2
PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of February 8, 2005 (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 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent (including any
successor collateral agent, the “Pledgee”) for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, terms used herein and
defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
W I T N E S S E T H :
WHEREAS, FairPoint Communications, Inc. (the “ Borrower”), the lenders from time to time party thereto (the “ Lenders”), Bank of
America, N.A., as Syndication Agent (the “Syndication Agent”), CoBank, ACB and General Electric Capital Corporation, as Co-Documentation Agents (the
“Co-Documentation Agents”), and Deutsche Bank Trust Company Americas, as Administrative Agent (the “ Administrative Agent” and together with the
Lenders, the Swingline Lender, the Syndication Agent, the Co-Documentation Agents, the Collateral Agent, each Letter of Credit Issuer and the Pledgee, the
“Lender Creditors”), have entered into a Credit Agreement, dated as of February 8, 2005 (as amended, restated, modified and/or supplemented from time to
time, the “Credit Agreement”), providing for the making of Loans and the issuance of, and participation in, Letters of Credit as contemplated therein;
WHEREAS, the Borrower may from time to time be a party to one or more Interest Rate Agreements (each such Interest Rate Agreement with
an Interest Rate Creditor (as defined below), a “ Secured Interest Rate Agreement ”) with Deutsche Bank Trust Company Americas, in its individual capacity (
“DBTCA”), any Lender, a syndicate of financial institutions organized by DBTCA or such Lender or an affiliate of DBTCA or such Lender (even if
DBTCA or any such Lender ceases to be a Lender under the Credit Agreement for any reason), and any institution that participates therein, and in each case
their subsequent assigns (collectively, the “Interest Rate Creditors” and, together with the Lender Creditors, collectively, the “ Secured Creditors”);
WHEREAS, it is a condition precedent to the making of Loans and the issuance of, and participation in, Letters of Credit under the Credit
Agreement that each Pledgor shall have executed and delivered to the Pledgee this Agreement; and
WHEREAS, each Pledgor desires to execute this Agreement to satisfy the condition described in the preceding paragraph;
NOW, THEREFORE, in consideration of the benefits accruing to each Pledgor, the receipt and sufficiency of which are hereby
acknowledged, each Pledgor hereby makes the following representations and warranties to the Pledgee and hereby covenants and agrees with the Pledgee as
follows: