FairPoint Communications 2002 Annual Report Download - page 424

Preferred Stock that may be issued to the undersigned after the date hereof upon
exercise of the "Conversion Option" provided to the undersigned under the Credit
Agreement or 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.
(b) The undersigned hereby agrees that during the period commencing
on the date hereof and ending on the second anniversary of the date hereof (the
"Reduced Dividend Period") the term "Dividend Rate" as defined and used in the
Certificate of Designation with respect to the Shares shall mean 15.000% instead
of 17.428%.
Annex A-1
(c) The undersigned hereby agrees that during the Reduced Dividend
Period it will not sell, assign or otherwise transfer title to (collectively,
"Transfer") any of the Shares unless the transferee of such Shares agrees in
writing to be bound by the terms of this Letter Agreement for the remainder of
the Reduced Dividend Period. Any attempted Transfer of the Shares in
contravention of this provision shall, to the fullest extent permitted by law,
be void and of no effect and shall not bind or be recognized by the Company.
(d) The undersigned acknowledges and agrees that this Letter
Agreement does not constitute an amendment of the Certificate of Designation or
the Certificate of Incorporation. The undersigned agrees not to challenge the
enforceability of this Letter Agreement by asserting that a formal amendment to
the Certificate of Designation and/or the Certificate of Incorporation was
needed to effect the reduction in the Dividend Rate during the Reduced Dividend
Period contemplated by this Letter Agreement.
(e) This Letter Agreement has been duly authorized, executed and
delivered by the undersigned.
(f) This Letter Agreement shall be governed by and construed in all
respects under the laws of the State of Delaware, without reference to its
conflicts of laws rules or principles. This Letter Agreement may be executed in
any number of counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. This Letter
Agreement may be amended only by an instrument in writing executed by the
undersigned and the Company. In case any provision contained in this Letter
Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.
If this Letter Agreement is consistent with your understanding of the
subject matter hereof, please so confirm by executing this Letter Agreement.
[NAME OF LENDER]
By:
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Name:
Title:
Acknowledged and Agreed:
FAIRPOINT COMMUNICATIONS, INC.
By:
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Name:
Title:
Annex A-2