FairPoint Communications 2004 Annual Report Download - page 392

of its Subsidiaries of Secured Interest Rate Agreements and, accordingly, desires to execute this Guaranty in order to satisfy the condition described in the
preceding paragraph and to induce the Lenders to make Loans to the Borrower and issue, and/or participate in, Letters of Credit for the account of the
Borrower and the Interest Rate Creditors to enter into Secured Interest Rate Agreements with the Borrower and/or one or more of its Subsidiaries;
NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to each Guarantor, the receipt and sufficiency of which
are hereby acknowledged, each Guarantor hereby makes the following representations and warranties to the Administrative Agent for the benefit of the Secured
Creditors and hereby covenants and agrees with each other Guarantor and the Administrative Agent for the benefit of the Secured Creditors as follows:
1. GUARANTY. (a) Each Guarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees as a
primary obligor and not merely as surety:
(i) to the Lender Creditors the full and prompt payment when due (whether at the stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise) of (x) the principal of, premium, if any, and interest on the Notes issued by, and the Loans made to,
the Borrower under the Credit Agreement, and all reimbursement obligations and Unpaid Drawings with respect to Letters of Credit and (y) all other
obligations (including, without limitation, obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would
become due), liabilities and indebtedness owing by the Borrower to the Lender Creditors under the Credit Agreement and each other Credit Document
to which the Borrower is a party (including, without limitation, indemnities, Fees and interest thereon (including, without limitation, any interest
accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the Credit Agreement,
whether or not such interest is an allowed claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of or in
connection with the Credit Agreement and any such other Credit Document and the due performance and compliance by the Borrower with all of the
terms, conditions, covenants and agreements contained in all such Credit Documents (all such principal, premium, interest, liabilities, indebtedness
and obligations under this clause (i), except to the extent consisting of obligations or liabilities with respect to Secured Interest Rate Agreements, being
herein collectively called the “Credit Document Obligations”); and
(ii) to each Interest Rate Creditor the full and prompt payment when due (whether at the stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise) of all obligations (including, without limitation, obligations which, but for the automatic stay under
Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness (including, without limitation, any interest accruing after
the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the respective Secured Interest Rate
Agreements, whether or not such interest is an allowed claim in any such proceeding) owing by the Borrower under any Secured Interest Rate
Agreement to which it is a party, whether now in existence or hereafter arising, and the due performance and compliance by the
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