FairPoint Communications 2002 Annual Report Download - page 336

EXHIBIT G
FORM OF AMENDED AND RESTATED PLEDGE AGREEMENT
AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of March 30, 1998 and
amended and restated as of March 6, 2003 (as so amended and restated and as the
same may be further amended, amended and restated, modified or supplemented from
time to time, the "AGREEMENT"), made by each of the undersigned (each, a
"PLEDGOR" and together with any other entity that becomes a party hereto
pursuant to Section 24 hereof, collectively, the "PLEDGORS"), in favor of
DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), as
Collateral Agent (including any successor collateral agent, the "PLEDGEE") for
the benefit of the Secured Creditors (as defined below). Except as otherwise
defined herein, terms used herein and defined in the Credit Agreement (as
defined below) shall be used herein as therein defined.
W I T N E S S E T H :
WHEREAS, FairPoint Communications, Inc., (f/k/a MJD Communications,
Inc.) (the "BORROWER"), the lenders from time to time party thereto (the
"LENDERS"), Bank of America, N.A., as Syndication Agent (the "SYNDICATION
AGENT"), Wachovia Bank, N.A., as Documentation Agent (the "DOCUMENTATION
AGENT"), and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company),
as Administrative Agent (the "ADMINISTRATIVE AGENT" and together with the
Lenders, the Syndication Agent, the Documentation Agent, the Collateral Agent,
each Letter of Credit Issuer and the Pledgee, the "LENDER CREDITORS"), have
entered into a Credit Agreement, dated as of March 30, 1998 and amended and
restated as of March 6, 2003 (as so amended and restated and as the same may be
further amended, restated, modified and/or supplemented from time to time, the
"CREDIT AGREEMENT"), providing for the making and/or continuation of Loans and
the issuance and/or continuation of Letters of Credit as contemplated therein;
WHEREAS, the Borrower may from time to time be a party to one or more
Interest Rate Agreements (each such Interest Rate Agreement with an Interest
Rate Creditor (as defined below), a "SECURED INTEREST RATE AGREEMENT") with
Deutsche Bank Trust Company Americas, in its individual capacity ("DBTCA"), any
Lender or a syndicate of financial institutions organized by DBTCA or such
Lender or an affiliate of DBTCA or such Lender (even if DBTCA or any such Lender
ceases to be a Lender under the Credit Agreement for any reason), and any
institution that participates therein, and in each case their subsequent assigns
(collectively, the "INTEREST RATE CREDITORS," and together with the Lender
Creditors, collectively, the "SECURED CREDITORS");
WHEREAS, the Pledgors have heretofore entered into a Pledge Agreement,
dated as of March 30, 1998 (as amended, modified or supplemented to but not
including the date hereof, the "ORIGINAL PLEDGE AGREEMENT");
WHEREAS, it is a condition precedent to the making and/or continuation
of Loans and the issuance and/or continuation of Letters or Credit under the
Credit Agreement that each Pledgor shall have executed and delivered to the
Pledgee this Agreement; and
EXHIBIT G
Page 2
WHEREAS, each Pledgor desires to execute this Agreement to satisfy the
conditions described in the preceding paragraph and to amend and restate the
Original Pledge Agreement in the form of this Agreement;
NOW, THEREFORE, in consideration of the benefits accruing to each
Pledgor, the receipt and sufficiency of which are hereby acknowledged, each
Pledgor hereby makes the following representations and warranties to the Pledgee
and hereby covenants and agrees with the Pledgee as follows: 1.
1. SECURITY FOR OBLIGATIONS. This Agreement is made by each
Pledgor for the benefit of the Secured Creditors to secure: