FairPoint Communications 2002 Annual Report Download - page 156

Guarantee shall have the right to seek contribution from the Company or any
non-paying Note Guarantor that has also Guaranteed the Guaranteed Obligations in
respect of which such payment or distribution is made, so long as the exercise
of such right does not impair the rights of the Holders under this Note
Guarantee.
(d) Each Note Guarantor acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by this Indenture
and that its Note Guarantee and the waiver set forth in Section 10.04 is
knowingly made in contemplation of such benefits.
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(e) Each Note Guarantor hereby agrees that (to the fullest extent permitted
by law) its Guarantee of the Guaranteed Obligations shall be unconditional,
irrespective of the validity, regularity or enforceability of this Indenture,
the Securities or the obligations of the Company or any other Note Guarantor to
the Holders or the Trustee hereunder or thereunder, the absence of any action to
enforce the same, any waiver or consent by any Holder with respect to any
provisions hereof or thereof, any release of any other Note Guarantor, the
recovery of any judgment against the Company, any action to enforce the same,
whether or not a notation concerning its respective Note Guarantee is affixed to
any particular Security, any set-off or counterclaim or other reduction
whatsoever (whether for taxes or otherwise), or any other circumstance which
might otherwise constitute a legal or equitable discharge or defense of a
guarantor.
SECTION 10.02 CONTINUING GUARANTEES. Each Note Guarantee shall be a
continuing Guarantee and shall (i) remain in full force and effect until payment
in full of the principal amount of all outstanding Securities (whether by
payment at maturity, purchase, redemption, defeasance, retirement or other
acquisition) and all other Guaranteed Obligations then due and owing, unless
earlier terminated as provided in Section 10.03, (ii) be binding upon such Note
Guarantor and (iii) inure to the benefit of and be enforceable by the Trustee,
the Holders and their permitted successors, transferees and assigns.
SECTION 10.03 RELEASE OF NOTE GUARANTEES. Notwithstanding the provisions of
Section 10.02, any Note Guarantee will be subject to termination and discharge
under the circumstances described in this Section 10.03.
(a) Any Note Guarantor will automatically and unconditionally be released
from all obligations under its Note Guarantee, and such Note Guarantee shall
thereupon terminate and be discharged and of no further force or effect:
(1) concurrently with any sale or other disposition (by merger or
otherwise) of any Note Guarantor or any interest therein in accordance with
the terms of this Indenture (including Section 4.07) by the Company or a
Restricted Subsidiary, following which such Note Guarantor is no longer a
Restricted Subsidiary of the Company;
(2) at any time that such Note Guarantor is released from all of its
obligations under all of its Guarantees of Debt of the Company (other than
Permitted Guarantees); or
(3) upon the merger or consolidation of such Note Guarantor with and
into the Company or another Note Guarantor that is the surviving Person in
such merger or consolidation;
and in each case, in compliance with the other provisions of the Indenture.
(b) Upon any such occurrence specified in this Section 10.03, the Trustee
shall execute any documents reasonably required in order to evidence such
release, discharge and termination in respect of such Note Guarantor's Note
Guarantee.
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