FairPoint Communications 2002 Annual Report Download - page 365

ANNEX E
Page 4
IN WITNESS WHEREOF, the Pledgor, the Pledgee and the Issuer have
caused this Agreement to be executed by their duly elected officers duly
authorized as of the date first above written.
[__________________________],
as Pledgor
By
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Name:
Title:
[__________________________],
not in its individual capacity but solely as
Collateral Agent and Pledgee
By
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Name:
Title:
[__________________________],
as the Issuer
By
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Name:
Title:
EXHIBIT H
OFFICER'S SOLVENCY CERTIFICATE
To the Agents and each of the Lenders party
to the Credit Agreement referred to below:
I, the undersigned, the Chief Financial Officer of FairPoint
Communications, Inc. (f/k/a MJD Communications, Inc.), a Delaware corporation
(the "BORROWER"), do hereby certify that:
1. This Certificate is furnished to the Lenders pursuant to
Section 4.01(j) of the Credit Agreement, dated as of March 30, 1998 and amended
and restated as of March 6, 2003, among the Borrower, the lenders from time to
time party thereto (each, a "LENDER" and, collectively, the "LENDERS"), Bank of
America, N.A., as Syndication Agent, Wachovia Bank, N.A., as Documentation
Agent, and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company),
as Administrative Agent (such Credit Agreement, as in effect on the date of this
Certificate, the "CREDIT AGREEMENT"). Unless otherwise defined herein,
capitalized terms used in this Certificate shall have the meanings set forth in
the Credit Agreement.
2. For purposes of this Certificate, the terms below shall have
the following definitions:
(a) "FAIR VALUE"
The amount at which the assets, in their entirety, of the Borrower and
its Subsidiaries taken as whole would change hands between a willing