FairPoint Communications 2002 Annual Report Download - page 185

WHEREAS, Section 4.10 of the Indenture provides that the Company is
required to cause the Note Guarantor[s] to execute and deliver to the Trustee a
supplemental indenture pursuant to which the Note Guarantor[s] shall guarantee
the Securities pursuant to [a] Note Guarantee[s] on the terms and conditions set
forth herein and in Article X of the Indenture;
WHEREAS, [the][each] Note Guarantor desires to enter into this Supplemental
Indenture for good and valuable consideration, including substantial economic
benefit in that the financial performance and condition of such Note Guarantor
is dependent on the financial performance and condition of the Company; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the parties hereto are
authorized to execute and deliver this Supplemental Indenture to amend the
Indenture, without the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Note
Guarantor[s], the Company and the Trustee mutually covenant and agree for the
benefit of the Holders of the Securities as follows:
1. DEFINED TERMS. As used in this Supplemental Indenture, terms defined
in the Indenture or in the preamble or recital hereto are used herein as therein
defined. The words "herein," "hereof" and "hereby" and other words of similar
import used in this Supplemental Indenture refer to this Supplemental Indenture
as a whole and not to any particular section hereof.
2. AGREEMENT TO GUARANTEE. [The] [Each] Note Guarantor hereby agree[s],
jointly and severally with [all] [any] other Note Guarantor[s], fully and
unconditionally, to guarantee the Guaranteed Obligations under the Indenture and
the Securities on the
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terms and subject to the conditions set forth in Article X of the Indenture and
to be bound by (and shall be entitled to the benefits of) all other applicable
provisions of the Indenture as a Note Guarantor.
3. TERMINATION, RELEASE AND DISCHARGE. [The] [Each] Note Guarantor's Note
Guarantee shall terminate and be of no further force or effect, and [the] [each]
Note Guarantor shall be released and discharged from all obligations in respect
of its Note Guarantee, only as and when provided in Section 10.03 of the
Indenture.
4. PARTIES. Nothing in this Supplemental Indenture is intended or shall
be construed to give any Person, other than the Holders and the Trustee, any
legal or equitable right, remedy or claim under or in respect of [the] [each]
Note Guarantor's Note Guarantee or any provision contained herein or in Article
X of the Indenture.
5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.
6. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE.
Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain
in full force and effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby. The Trustee makes no
representation or warranty as to the validity or sufficiency of this
Supplemental Indenture.
7. COUNTERPARTS. The parties hereto may sign one or more copies of this
Supplemental Indenture in counterparts, all of which together shall constitute