FairPoint Communications 2002 Annual Report Download - page 323

meanings ascribed to them in the Credit Agreement. Pursuant to the provisions of
Section 3.04(b)(ii) of the Credit Agreement, the undersigned (the "LENDER")
hereby represents and warrants that:
1. The Lender is not a "bank" for purposes of Section
881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the "CODE").
2. The Lender is not subject to regulatory or other legal
requirements as a "bank" in any jurisdiction and has not been treated as a
"bank" for purposes of any tax, securities law or other filing or submission
made to any governmental authority, any application made to a rating agency or
qualification for any exemption from tax, securities law or other legal
requirements.
3. The Lender shall promptly notify the Borrower and the
Administrative Agent if any of the representations and warranties made herein
are no longer true and correct.
[NAME OF LENDER]
By:
---------------------------------
Title:
Date:
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EXHIBIT D-2
[W&C Letterhead]
March 6, 2003
To: The Administrative Agent, the Syndication Agent, the Documentation
Agent and the Lenders party to the Credit Agreement referred to below
Re: Credit Agreement, dated as of March 30, 1998 and amended and restated
as of March 6, 2003 (as so amended and restated, the "CREDIT
AGREEMENT"), among FairPoint Communications, Inc. (f/k/a MJD
Communications, Inc.) (the "BORROWER"), the lenders from time to time
party thereto (each, a "LENDER" and, collectively, the "LENDERS"),
Bank of America, N.A., as Syndication Agent, Wachovia Bank, N.A., as
Documentation Agent, and Deutsche Bank Trust Company Americas (f/k/a
Bankers Trust Company), as Administrative Agent
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Ladies and Gentlemen:
We have acted as special counsel to the Lenders party to the Credit
Agreement in connection with the execution and delivery of the Credit Agreement.
This opinion is delivered to you pursuant to Section 4.01(b) of the Credit
Agreement. Terms used herein which are defined in the Credit Agreement shall
have the respective meanings set forth in the Credit Agreement unless otherwise
defined herein.
In connection with this opinion, we have examined the originals, or
certified, conformed or reproduction copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as the basis
for the opinions hereinafter expressed. In stating our opinion, we have assumed
the genuineness of all signatures on original or certified copies, the
authenticity of documents submitted to us as originals and the conformity to
original or certified copies of all copies submitted to us as certified or
reproduction copies.
We have also assumed, for purposes of the opinions expressed herein,
that the parties to the Credit Agreement have the Company power and authority to