FairPoint Communications 2002 Annual Report Download - page 334

21. (a) After the Termination Date (as defined below), this
Guaranty shall terminate (provided that all indemnities set forth herein shall
survive any such termination) and the Administrative Agent, at the request and
expense of the respective Guarantor, will execute and deliver to such Guarantor
a proper instrument or instruments acknowledging the satisfaction and
termination of this Guaranty as provided above. As used in this Guaranty,
"TERMINATION DATE" shall mean the date upon which the Total Commitment and all
Secured Interest Rate Agreements have been terminated, no Note or Letter of
Credit under the Credit Agreement is outstanding (and all Loans have been paid
in full) and all other Obligations (as defined in the Credit Agreement) have
been paid in full (other than arising from indemnities for which no request has
been made).
(b) In the event that (x) all of the equity interests of one or
more Guarantors are sold or otherwise disposed of (including by way of the
merger or consolidation of such Guarantor with or into another Person) or
liquidated, in any such case in compliance with the
EXHIBIT F
Page 9
requirements of Section 7.02 of the Credit Agreement (or such sale or other
disposition or liquidation has been approved in writing by the Required Lenders
(or all Lenders if required by Section 11.12 of the Credit Agreement)), and the
proceeds of such sale, disposition or liquidation are applied, to the extent
applicable, in accordance with the provisions of the Credit Agreement, such
Guarantor shall be released from this Guaranty and this Guaranty shall, as to
each such Guarantor or Guarantors, terminate, and have no further force or
effect (it being understood and agreed that the sale of one or more Persons that
own, directly or indirectly, all of the capital stock, partnership interests or
other equity interests of any Guarantor shall be deemed to be a sale of such
Guarantor for the purposes of this Section 21(b)).
22. Each Guarantor, in addition to the subrogation rights it shall
have against the Borrower under applicable law as a result of any payment it
makes hereunder, shall also have a right of contribution against all other
Guarantors in respect of any such payment PRO RATA among same based on their
respective net fair values as enterprises, PROVIDED any such right of
contribution shall be subject and subordinate to the prior payment in full of
the Guaranteed Obligations (and such Guarantor's obligations in respect
thereof). It is the desire and intent of each Guarantor and the Creditors that
this Guaranty shall be enforced to the full extent permissible under the laws
and public policies applied in each jurisdiction in which enforcement is sought.
If and to the extent that the obligations of any Guarantor under this Guaranty
would, in the absence of this sentence, be adjudicated to be invalid or
unenforceable because of any applicable state or federal law relating to
fraudulent conveyances or transfers, then the amount of such Guarantor's
liability hereunder in respect of the Guaranteed Obligations shall be deemed to
be reduced AB INITIO to that maximum amount which would be permitted without
causing such Guarantor's obligations hereunder to be so invalidated.
23. The Creditors agree that this Guaranty may be enforced only by
the action of the Administrative Agent or the Collateral Agent, in each case
acting upon the instructions of the Required Lenders and that no other Creditor
shall have any right individually to seek to enforce or to enforce this Guaranty
or to realize upon the security to be granted by the Pledge Agreement, it being
understood and agreed that such rights and remedies may be exercised by the
Administrative Agent or the Collateral Agent for the benefit of the Creditors
upon the terms of this Guaranty and the Pledge Agreement. The Creditors further
agree that this Guaranty may not be enforced against any director, officer or
employee of any Guarantor.
24. This Guaranty may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which when
so executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. A set of counterparts executed by all