FairPoint Communications 2002 Annual Report Download - page 376

Exhibit 10.2
AMENDED AND RESTATED SUBSIDIARY GUARANTY
AMENDED AND RESTATED SUBSIDIARY GUARANTY, 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, this "GUARANTY"), made by each of the undersigned (each, a
"GUARANTOR" and together with any other entity that becomes a party hereto
pursuant to Section 26 hereof, collectively, the "GUARANTORS"). 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, each Letter of Credit
Issuer and the Collateral Agent, 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, amended and restated, modified or supplemented from time to time, the
"CREDIT AGREEMENT"), providing for the continuation and/or making of Loans and
the issuance and/or continuation of Letters of Credit as contemplated therein;
WHEREAS, the Borrower may from time to time be 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 "CREDITORS");
WHEREAS, each Guarantor is a wholly-owned direct or indirect
Subsidiary of the Borrower;
WHEREAS, the Guarantors have heretofore entered into a Subsidiary
Guaranty, dated as of March 30, 1998 (as amended, modified or supplemented to
but not including the date hereof, the "ORIGINAL SUBSIDIARY GUARANTY");
WHEREAS, the Guarantors desire to amend and restate the Original
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
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