FairPoint Communications 2002 Annual Report Download - page 423

Name: David Mayhew
Title: Director
WACHOVIA BANK,
NATIONAL ASSOCIATION,
individually, as a First Amendment
Non-Continuing Lender, and as resigning
Administrative Agent and Collateral Agent
By: /s/ Katherine A. Harkness
---------------------------
Name: Katherine A. Harkness
Title: Director
CREDIT SUISSE FIRST BOSTON,
CAYMAN ISLANDS BRANCH, as a Lender
By: /s/ David L. Sawyer
---------------------------
Name: David L. Sawyer
Title: Director
By: /s/ Carol Flaton
---------------------------
Name: David L. Sawyer
Title: Managing Director
S-2
Exhibit 10.5
ANNEX A
[FORM OF SIDE LETTER]
March 6, 2003
FairPoint Communications, Inc.
521 East Morehead Street, Suite 250
Charlotte, North Carolina 28202
Re: FAIRPOINT COMMUNICATIONS, INC. SERIES A PREFERRED STOCK
Ladies and Gentlemen:
Reference is made to (i) the Certificate of Designation of FairPoint
Communications, Inc., a Delaware corporation (the "Company"), relating to its
Series A Preferred Stock, par value $.01 per share (the "Series A Preferred
Stock"), filed with the Secretary of State of the State of Delaware on May 10,
2002 (the "Certificate of Designation"), which forms a part of the Company's
Seventh Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation"), and (ii) the Amended and Restated Credit Agreement, dated as of
October 20, 1999, as amended and restated as of March 27, 2000, as further
amended and restated as of November 9, 2000, as further amended and restated as
of May 10, 2002 and as further amended as of the date hereof (as so amended and
restated, the "Credit Agreement"), among FairPoint Carrier Services, Inc. (f/k/a
FairPoint Solutions Corp.) and the lenders listed on the signature pages
thereof.
(a) The undersigned is the record holder of _________ shares of
Series A Preferred Stock (the "Original Shares" and, together with any
additional shares of Series A Preferred Stock that may be issued to the
undersigned after the date hereof, directly or indirectly, on account of such
shares, the "Shares"). Notwithstanding anything to the contrary contained
herein, the "Shares" shall not include any additional shares of Series A