FairPoint Communications 2004 Annual Report Download - page 391

Exhibit 10.3
SUBSIDIARY GUARANTY
SUBSIDIARY GUARANTY (as amended, modified, restated and/or supplemented from time to time, this “ Guaranty”), dated as of
February 8, 2005, made by and among each of the undersigned guarantors (each, a “ Guarantor” and, together with any other entity that becomes a guarantor
hereunder pursuant to Section 23 hereof, collectively, the “ Guarantors”) in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Administrative Agent (together with any successor administrative agent, the “ Administrative Agent”), for the benefit of the Secured Creditors (as defined
below). Except as otherwise defined herein, all capitalized 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, CoBank, ACB and General Electric Capital Corporation, as Co-Documentation Agents, and the Administrative Agent
have entered into a Credit Agreement, dated as of February 8, 2005 (as amended, modified, restated and/or supplemented from time to time, the “ Credit
Agreement”), providing for the making of Loans to, and the issuance of, and participation in, Letters of Credit for the account of the Borrower, all as
contemplated therein (the Lenders, each Letter of Credit Issuer, the Swingline Lender, the Administrative Agent, the Collateral Agent, each other Agent and the
Pledgee referred to in the Pledge Agreement are herein called the “ Lender Creditors”);
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, each Guarantor is a direct or indirect Subsidiary of the Borrower;
WHEREAS, it is a condition precedent to the making of Loans to the Borrower and the issuance of, and participation in, Letters of Credit
for the account of the Borrower under the Credit Agreement that each Guarantor shall have executed and delivered this Guaranty to the Administrative Agent;
and
WHEREAS, each Guarantor will obtain benefits from the incurrence of Loans by the Borrower and the issuance of, and participation in,
Letters of Credit for the account of the Borrower under the Credit Agreement and the entering into by the Borrower and/or one or more