FORM OF AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

Exhibit 10.16

THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) dated as of February , 2005, by and among FAIRPOINT COMMUNICATIONS, INC. (formerly named MJD Communications, Inc.), a Delaware corporation (the “Company”), XXXXX INVESTMENTS ASSOCIATES V, L.P., a Delaware limited partnership (“KIA V”), XXXXX EQUITY PARTNERS V, L.P., a Delaware limited partnership (“KEP V”and, together with KIA V, “Xxxxx”), XXXXXX X. XXX EQUITY FUND IV, L.P., a Delaware limited partnership (“THL Fund IV”), those parties listed on Schedule A to the Agreement (as defined herein) (collectively, the “THL Related Parties” and, together with THL Fund IV, “THL”) and the other undersigned parties hereto (the “Other Stockholders”), amends the Registration Rights Agreement (the “Agreement”) dated as of January 20, 2000, by and among the Company and the Stockholders. THL and Xxxxx are referred to herein as the “Investor Stockholders” Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

WITNESSETH:

WHEREAS, the Stockholders own shares of Common Stock;

WHEREAS, the Company, the Stockholders and certain other signatories thereto have heretofore executed and delivered the Agreement setting forth certain rights and obligations with respect to the registration of the shares of Common Stock under the Securities Act;

WHEREAS, Section 12.4 of the Agreement provides that the Company may amend the Agreement with the written consent of the Investor Stockholders and a majority (by number of shares) of any other holders of Registrable Securities whose interests would be adversely affected by such amendment; and

WHEREAS, in connection with the Company’s initial public offering (the “Offering”) of shares of its common stock, the Company, the Investor Stockholders and certain other signatories hereto wish to amend the Agreement as set forth herein;

NOW THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, and for the equal and proportionate benefit of the holders of the Common Stock, the Company, the Stockholders and certain other signatories hereto hereby agree as follows:

Article I.

Consent

1.1 Consent. Pursuant to Section 12.4 of the Agreement, the Investor Stockholders and the Other Stockholders hereby consent to the amendment of the Agreement as set forth in Section 2.1 hereof and the execution and delivery of this Amendment.

1.2 Common Stock Ownership.

(a) Each Investor Stockholder represents and warrants that such Investor Stockholder holds the amount of Registrable Securities listed next to such Investor Stocholder’s name on Schedule A hereto.

(b) Each Other Stockholder represents and warrants that such Other Stockholder holds the amount of Registrable Securities listed next to such Other Stockholder’s name on Schedule B hereto.

Article II.

Amendment to the Agreement

2.1 Registrable Securities. The definition of Registrable Securities contained in Section 11 of the Agreement is hereby deleted in its entirety and replaced with the following: “Registrable Securities: the shares of Common Stock beneficially owned (within the meaning of Rule 13d-3 of the Exchange Act) immediately prior to the consummation of the Offering by Xxxxx, the Xxxxx Holders, THL, the THL Holders, the Other Investors, the Management Stockholders or the Permitted Transferees. As to any particular shares of Common Stock, such securities shall cease to be Registrable Securities when (i) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) in the case of Management Stockholders who hold options to purchase shares of Common Stock, a registration statement on Form S-8 with respect to the sale of the shares of Common Stock into which such options are exercisable shall have become effective under the Securities Act, (iii) they shall have been sold to the public pursuant to Rule 144 under the Securities Act, (iv) they shall have been otherwise transferred other than to a Permitted Transferree, Xxxxx Holder, or THL Holder and subsequent disposition of them shall not require registration under the Securities Act or an exemption therefrom or any similar state law then in force, (v) they shall have ceased to be outstanding, or (vi) the Offering shall have been consummated.

Article III.

Miscellaneous

3.1 Continuing Effect of the Agreement. Except as expressly provided herein, all of the terms, provisions and conditions of the Agreement thereunder shall remain in full force and effect.

3.2 Reference and Effect on the Agreement. Upon the execution of this Amendment, each reference in the Agreement to “the Agreement,” “this Agreement,” “hereunder,” “hereof” or “herein” shall mean and be a reference to the Agreement as supplemented by this Amendment, unless the context otherwise requires.

3.3 Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

3.4 Counterparts. This Amendment may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first written above.

	FAIRPOINT COMMUNICATIONS, INC.


	By
		Name:
		Title:


	THE INVESTOR STOCKHOLDERS:

	XXXXX INVESTMENT ASSOCIATES V, L.P.


	By Xxxxx Partners V, L. P.,
	its general partner


	By
		Name:
		Title:


	XXXXX EQUITY PARTNERS V, L. P.


	By
		Name:
		Title:

	XXXXXX X. XXX EQUITY FUND IV, L. P.


	By: THL Equity Advisors IV, LLC,
	its general partner


	By
		Name:
		Title:


	XXXXXX X. XXX FOREIGN FUND IV, L. P.


	By: THL Equity Advisors IV, LLC,
	its general partner


	By:
		Name:
		Title:

	XXXXXX X. XXX FOREIGN FUND IV-B, L. P.


	By:	THL Equity Advisors IV, LLC,
		its general partner

	By:
		Name:
		Title:


	1987 XXXXXX X. XXX NOMINEE TRUST


	By:
		Trustee:



	Xxxxx X. Xxxxxxx


	THE HARKINS 1995 GIFT TRUST


	By:
		Trustee:



	Xxxxx X. Xxxxxx



	X. Xxxxxx Xxxx



	Xxxxx X. Xxxxxxxx



	Xxxxxxx X. XxXxxx



	Xxxxxx X. Xxxxxxx



	Xxxxxx X. Xxxxx, Xx.



	Xxxx X. Xxxxx



	Xxxx X. Xxxxxx



	Xxxxxxxx X. Xxxxxx



	Xxxx X. Xxxxxxxx



	Xxxxxxx X. Xxxxxxx



	Xxxxx Xxxxxxx



	Xxxxx Xxxxx



	Xxxxxx X. Xxxxxxxx



	Xxxxxx Xxxxxxxxx



	Xxxxx X. Xxxxxx


\
	Xxxxxx X. Xxxxxxx



	XXXXXX XXXXXX XXX 1988 IRREVOCABLE TRUST


	By:
		Trustee:


	Xxxxxxx Xxxxxxx Xxx



	Xxxxxxx X. Xxxxxx as Custodian for Xxxxx Xxx



	Xxxxxxx X. Xxxxxx as Custodian for Xxxxxx Xxx



	Xxxxxxx X. Xxxxxxx



	Xxxxx Xxxxxx


	XXXXXX X. XXX CHARITABLE INVESTMENT L.P.

	By:	Xxxxxx X. Xxx,
		its general partner

	By:
		Name:
		Title:

	THL-CCI INVESTORS LIMITED PARTNERSHIP

	By:	THL Investment Management Corp.,
		its general partner

	By:
		Name:
		Title:


	XXXXXX HOLDINGS, INC.


	By:
		Name:
		Title:


	THE OTHER STOCKHOLDERS

	XXX COMMUNICATIONS ASSOCIATES, INC.


	By
		Name:
		Title:


	Xxxxxx X. Xxxxxxxxx



	Xxxx Xxxxxxxxx



	Xxxxxxx Xxxxxxxxx



	Xxxxx Xxxxx Xxxxxxxxx



	Xxxxx Xxxxxxxx



	Xxxx X. Xxxx



	Xxxx X. Xxxx



	Xxxxxx X. Xxxxxxx



	Xxxxxx X. Xxxxx, Xx.



	Xxxxx X. Xxxxx



	Xxxxxxx X. Xxxxx



	Xxxx X. Xxxxxx



	Xxx Xxxxx



	Xxx Xxxxx



	Xxx Xxxx

SCHEDULE A

INVESTOR STOCKHOLDER	NUMBER OF REGISTRABLE SECURITIES
Xxxxx Equity Partners V, L.P.	1,771,770
Xxxxx Investment Associates V, L.P.	16,427,726
Xxxxxx X. Xxx Equity Fund IV, L.P.	17,927,740
Xxxxxx X. Xxx Foreign Fund IV, L.P.	613,540
Xxxxxx X. Xxx Foreign Fund IV-B, L.P.	1,741,200
Xxxxxx Holdings, Inc.	294,820
Xxxxxx X. Xxx Charitable Investment Limited Partnership	116,560
THL-CCI Investors Limited Partnership	6,300
1997 Xxxxxx X. Xxx Nominee Trust	276,540
Xxxxx X. Xxxxxxx	63,140
The 1995 Harkins Gift Trust	7,080
Xxxxx X. Xxxxxx	52,660
X. Xxxxxx Xxxx	52,660
Xxxxx X. Xxxxxxxx	52,660
Xxxxxxx X. XxXxxx	52,660
Xxxxxx X. Xxxxxxx	52,660
Xxxxxx X. Xxxxx, Xx.	52,660
Xxxx X. Xxxxx	21,940
Xxxx X. Xxxxxx	14,660
Xxxxxxxx X. Xxxxxx	11,680
Xxxx X. Xxxxxxxx	11,680
Xxxxxxx X. Xxxxxxx	8,780
Xxxxx X. Xxxxxxx	3,320
Xxxxx X. Xxxxx	3,320
Xxxxxx X. Xxxxxxxx	6,140
Xxxxx X. Xxxxxx	1,520
Xxxxxx X. Xxxxxxx	1,320
RSL Trust	3,820
Xxxxxxx Xxxxxxx Xxx	3,820
Xxxxxxx X. Xxxxxx as Custodian for Xxxxxx Xxx	1,900
Xxxxxxx X. Xxxxxx as Custodian for Xxxxx Xxx	1,900
Xxxxxxx X. Xxxxxx	1,520
Xxxxx Xxxxxx	1,520

SCHEDULE B

OTHER STOCKHOLDER	NUMBER OF REGISTRABLE SECURITIES
XXX Communications, Inc.	2,150,388
Xxxxxx X. Xxxxxxxxx	0
Xxxx Xxxxxxxxx	62,200
Xxxxxxx & Xxxxx Xxxxxxxxx	102,800
Xxxxx Xxxxxxxx	648,834
Xxxx X. Xxxx	0
Xxxx X. Xxxx	7,500
Xxxxxx X. Xxxxxxx	427,180
Xxxxxx X. Xxxxx, Xx.	0
Xxxxx X. Xxxxx	9,200
Xxxxxxx X. Xxxxx	60,000
Xxxx X. Xxxxxx	1,473,390
Xxx Xxxxx	17,800
Xxx Xxxxx	22,000
Xxx Xxxx	127,200

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FORM OF AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

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