FairPoint Communications 2002 Annual Report Download - page 363

W I T N E S S E T H :
WHEREAS, the Pledgor, certain of its affiliates and the Pledgee have
entered into an 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, modified, restated and/or supplemented
from time to time, the "PLEDGE AGREEMENT"), under which, among other things, in
order to secure the payment of the Obligations (as defined in the Pledge
Agreement), the Pledgor has or will pledge to the Pledgee for the benefit of the
Secured Creditors (as defined in the Pledge Agreement), and grant a security
interest in favor of the Pledgee for the benefit of the Secured Creditors in,
all of the right, title and interest of the Pledgor in and to any and all
[Uncertificated Securities (as defined in the Pledge Agreement)] [Partnership
Interests (as defined in the Pledge Agreement)] [Membership Interests (as
defined in the Pledge Agreement)], from time to time by the Issuer, whether now
existing or hereafter from time to time acquired by the Pledgor (with all of
such [Uncertificated Securities] [Partnership Interests] [Membership Interests]
being herein collectively called the "ISSUER PLEDGED INTERESTS"); and
WHEREAS, the Pledgor desires the Issuer to enter into this Agreement
in order to perfect the security interest of the Pledgee under the Pledge
Agreement in the Issuer Pledged Interests, to vest in the Pledgee control of the
Issuer Pledge Interests and to provide for the rights of the parties under this
Agreement;
NOW THEREFORE, in consideration of the premises and the mutual
promises and agreements contained herein, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. The Pledgor hereby irrevocably authorizes and directs the
Issuer, and the Issuer hereby agrees, to comply with any and all instructions
and orders originated by the Pledgee (and its successors and assigns) regarding
any and all of the Issuer Pledged Interests without the further consent by the
registered owner (including the Pledgor), and, following its receipt of a notice
from the Pledgee stating that the Pledgee is exercising exclusive control of the
Issuer Pledged Interests, not to comply with any instructions or orders
regarding any or all of the Issuer Pledged Interests originated by any person or
entity other than the Pledgee (and its successors and assigns) or a court of
competent jurisdiction.
2. The Issuer hereby certifies that (i) no notice of any security
interest, lien or other encumbrance or claim affecting the Issuer Pledged
Interests (other than the security interest
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of the Pledgee) has been received by it, and (ii) the security interest of the
Pledgee in the Issuer Pledged Interests has been registered in the books and
records of the Issuer.
3. The Issuer hereby represents and warrants that (i) the pledge
by the Pledgor of, and the granting by the Pledgor of a security interest in,
the Issuer Pledged Interests to the Pledgee, for the benefit of the Secured
Creditors, does not violate the charter, by-laws, partner-ship agreement,
membership agreement or any other agreement governing the Issuer or the Issuer
Pledged Interests, and (ii) the Issuer Pledged Interests consisting of capital
stock of a corporation are fully paid and nonassessable.
4. All notices, statements of accounts, reports, prospectuses,
financial statements and other communications to be sent to the Pledgor by the
Issuer in respect of the Issuer will also be sent to the Pledgee at the
following address:
[______________________]