FairPoint Communications 2002 Annual Report Download - page 215

Purchase Agreement.
All such notices and communications shall be deemed to have been duly given
when received.
The Initial Purchasers or the Company by notice to the other may designate
additional or different addresses for subsequent notices or communications.
(d) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company or subsequent Holders of Securities and/or Exchange Securities. The
Company hereby agrees to extend the benefits of this Agreement to any Holder of
Securities and/or Exchange Securities and any such Holder may specifically
enforce the provisions of this Agreement as if an original party hereto.
(e) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(f) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(g) APPLICABLE LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK.
(h) SEVERABILITY. In the event that any one of more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.
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(i) SECURITIES HELD BY THE COMPANY. ETC. Whenever the consent or approval
of Holders of a specified percentage of principal amount of Securities or
Exchange Securities is required hereunder, Securities or Exchange Securities, as
applicable, held by the Company or its Affiliates (other than subsequent Holders
of Securities or Exchange Securities if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Securities or Exchange
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.
(j) If the sale of the Securities is not consummated and the Indenture is
not executed on the Closing Date, this Agreement shall be terminated without any
further action by any party and shall no longer be in force and effect, and no
party shall have any further liability or obligation under this Agreement.
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Please confirm that the foregoing correctly sets forth the agreement
between the Company and you.
Very truly yours,
FAIRPOINT COMMUNICATIONS, INC.
By: /s/ Shirley J. Linn
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Name: Shirley J. Linn
Title: Vice President, General