FairPoint Communications 2002 Annual Report Download - page 326

Agreement.
11. Attached hereto as Annex H are true and correct copies of all
material employment agreements referred to in Section 4.01(d)(v) of the Credit
Agreement.
12. Attached hereto as Annex I are true and correct copies of all
tax sharing agreements, tax allocation and other similar agreements referred to
in Section 4.01(d)(vi) of the Credit Agreement.
13. Attached hereto as Annex J are true and correct copies of all
New Senior Note Documents.
14. Attached hereto as Annex K is a true and correct copy of the
documentation delivered in connection with the Refinancing pursuant to Section
4.01(l)(ii) of the Credit Agreement.
15. Attached hereto as Annex L is a true and correct copy of the
pro forma consolidated balance sheet of the Borrower referred to in Section
5.10(b) of the Credit Agreement.
EXHIBIT E
Page 3
16. On the date hereof, the representations and warranties
contained in the Credit Agreement or in the other Credit Documents are true and
correct in all material respects with the same effect as though such
representations and warranties had been made on the date hereof, both before and
after giving effect to the incurrence of Loans and the issuance of Letters of
Credit on the date hereof and the application of the proceeds thereof, unless
stated to relate to a specific earlier date, in which case such representations
and warranties were true and correct in all material respects as of such earlier
date.
17. On the date hereof, no Default or Event of Default has
occurred and is continuing or would result from the making of any Loans or the
issuance of Letters of Credit on the date hereof or from the application of the
proceeds thereof.
18. There is no proceeding for the dissolution or liquidation of
any Credit Party or threatening its existence.
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of March,
2003.
FAIRPOINT COMMUNICATIONS, INC.
(f/k/a MJD Communications, Inc.)
By:
--------------------------------
Name:
Title:
EXHIBIT E
Page 4
I, the undersigned, [Secretary/Assistant Secretary] of the Company, do
hereby certify that:
1. [Name of Person making above certifications] is the duly
elected and qualified [President/Vice President] of the Company and the
signature above is his genuine signature.