FairPoint Communications 2002 Annual Report Download - page 328

Subsidiary Guaranty in the form of this Guaranty;
WHEREAS, it is a condition to the continuation and/or making of Loans
and the issuance and/or continuation of Letters of Credit under the Credit
Agreement that each Guarantor shall have executed and delivered this Guaranty;
and
EXHIBIT F
Page 2
WHEREAS, each Guarantor will obtain benefits from the incurrence
and/or continuation of Loans by the Borrower and the issuance and/or
continuation of Letters of Credit for the account of the Borrower under the
Credit Agreement and the entering into of Interest Rate Agreements and,
accordingly, desires to execute this Guaranty in order to satisfy the conditions
described in the preceding paragraph and to induce the Lenders to continue
and/or make Loans to the Borrower, the Interest Rate Creditors to enter into
and/or maintain Secured Interest Rate Agreements and the respective Letter of
Credit Issuer(s) to issue and/or continue Letters of Credit for the account of
the Borrower;
NOW, THEREFORE, in consideration of the foregoing and other benefits
accruing to each Guarantor, the receipt and sufficiency of which are hereby
acknowledged, each Guarantor hereby makes the following representations and
warranties to the Creditors and hereby covenants and agrees with each Creditor
as follows:
1. Each Guarantor irrevocably and unconditionally, and jointly
and severally, guarantees:
(i) to the Lender Creditors, the full and prompt payment when due
(whether at the stated maturity, by acceleration or otherwise) of (a) the
principal of and interest on the Notes issued by, and the Loans made to,
the Borrower under the Credit Agreement and all reimbursement obligations
and Unpaid Drawings with respect to Letters of Credit and (b) all other
obligations (including obligations which, but for any automatic stay under
Section 362(a) of the Bankruptcy Code, would become due) and liabilities
owing by the Borrower to the Lender Creditors under the Credit Agreement
and the other Credit Documents (including, without limitation, indemnities,
Fees and interest thereon) now existing or hereafter incurred under,
arising out of or in connection with the Credit Agreement or any other
Credit Document and the due performance and compliance with the terms of
the Credit Documents by the Borrower (all such principal, interest,
liabilities and obligations, the "CREDIT DOCUMENT OBLIGATIONS"); and
(ii) to the Interest Rate Creditors, the full and prompt payment
when due (whether at the stated maturity, by acceleration or otherwise) of
all obligations (including obligations which, but for any automatic stay
under Section 362(a) of the Bankruptcy Code, would become due) and
liabilities owing by the Borrower under any Secured Interest Rate
Agreement, whether now in existence or hereafter arising, and the due
performance and compliance by the Borrower with all terms, conditions and
agreements contained therein (all such obligations and liabilities, the
"INTEREST RATE OBLIGATIONS", and the Interest Rate Obligations together
with the Credit Document Obligations, collectively, the "GUARANTEED
OBLIGATIONS").
Each Guarantor understands, agrees and confirms that the Creditors may enforce
this Guaranty up to the full amount of the Guaranteed Obligations against each
Guarantor without proceeding against the Borrower, any other Guarantor or any
security for the Guaranteed Obligations, or under any other guaranty covering
all or a portion of the Guaranteed Obligations. All payments by each Guarantor
under this Guaranty shall be made on the same basis as payments by the Borrower
under Sections 3.03 and 3.04 of the Credit Agreement.