IN ANY SITUATION IN ANY JURISDICTION
SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF OR THE VALIDITY OR
ENFORCEABILITY OF THE OFFENDING TERM OR PROVISION IN ANY OTHER SITUATION OR IN
ANY OTHER JURISDICTION THE REMAINING TERMS AND PROVISIONS HEREOF.
6.16.
HEADINGS.
THE HEADINGS OF ALL SECTIONS OF THIS
AGREEMENT ARE INSERTED SOLELY FOR THE CONVENIENCE OF REFERENCE AND ARE NOT A
PART OF AND ARE NOT INTENDED TO GOVERN, LIMIT OR AID IN THE CONSTRUCTION OR
INTERPRETATION OF ANY TERM OR PROVISION HEREOF AND SHALL NOT AFFECT IN ANY WAY
THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
6.17.
INCORPORATION OF SCHEDULES AND EXHIBITS.
THE
EXHIBITS AND SCHEDULES ATTACHED HERETO AND IDENTIFIED IN THIS AGREEMENT ARE
INCORPORATED HEREIN BY REFERENCE AND MADE A PART HEREOF.
6.18.
WAIVER OF TRIAL BY JURY.
EACH PARTY HERETO
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE RESTRUCTURING.
6.19.
SUBMISSION TO JURISDICTION.
BY ITS EXECUTION AND
DELIVERY OF THIS AGREEMENT, SUBJECT TO THE COMMENCEMENT OF THE BANKRUPTCY CASES,
EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE BANKRUPTCY COURT FOR PURPOSES OF ANY ACTION, SUIT
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAWS, ANY OBJECTION IT MAY HAVE NOW OR HEREAFTER
TO THE VENUE OF ANY ACTION, SUIT OR PROCEEDING BROUGHT IN SUCH COURT OR TO THE
CONVENIENCE OF THE FORUM.
6.20.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE
(WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE
THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW
YORK.
6.21.
FEES AND EXPENSES.
THE COMPANY AGREES TO PAY ALL
REASONABLE OUT-OF-POCKET FEES AND EXPENSES (INCLUDING REASONABLE FEES AND
EXPENSES OF COUNSEL) OF THE ADMINISTRATIVE AGENT AND EACH CONSENTING LENDER
HOLDING MORE THAN 10% OF THE CLAIMS INCURRED IN CONNECTION WITH THIS AGREEMENT,
THE TERM SHEET, THE PLAN, THE RESTRUCTURING AND THE TRANSACTIONS CONTEMPLATED
THEREBY.
10
IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year
first above written.
FAIRPOINT COMMUNICATIONS, INC.
FAIRPOINT BROADBAND, INC.
MJD VENTURES, INC.
MJD SERVICES CORP.
S T ENTERPRISES, LTD.
FAIRPOINT CARRIER SERVICES, INC.
FAIRPOINT LOGISTICS, INC
BE MOBILE COMMUNICATIONS, INCORPORATED
BENTLEYVILLE COMMUNICATIONS CORPORATION
BERKSHIRE CABLE CORP.
BERKSHIRE CELLULAR, INC.
BERKSHIRE NET, INC.
BERKSHIRE NEW YORK ACCESS, INC.
BERKSHIRE TELEPHONE CORPORATION
BIG SANDY TELECOM, INC.
BLUESTEM TELEPHONE COMPANY
C & E COMMUNICATIONS, LTD.
CHAUTAUQUA & ERIE COMMUNICATIONS, INC.
CHAUTAUQUA AND ERIE TELEPHONE CORPORATION
CHINA TELEPHONE COMPANY
CHOUTEAU TELEPHONE COMPANY
COLUMBINE TELECOM COMPANY
COMERCO, INC.
COMMTEL COMMUNICATIONS INC.
COMMUNITY SERVICE TELEPHONE CO.
C-R COMMUNICATIONS, INC.
C-R LONG DISTANCE, INC.
C-R TELEPHONE COMPANY
EL PASO LONG DISTANCE COMPANY