CREDIT AGREEMENT among FAIRPOINT COMMUNICATIONS, INC., VARIOUS LENDING INSTITUTIONS, BANC OF AMERICA SECURITIES LLC, as SYNDICATION AGENT, [ ] and [ ], as CO-DOCUMENTATION AGENTS, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as ADMINISTRATIVE AGENTCredit Agreement • January 31st, 2005 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
CREDIT AGREEMENT, dated as of February , 2005, among FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time party hereto, BANC OF AMERICA SECURITIES LLC, as Syndication Agent (in such capacity, the “Syndication Agent”), [ ] and [ ], as Co-Documentation Agents (in such capacity, each, a “Co-Documentation Agent” and, collectively, the “Co-Documentation Agents”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the “Administrative Agent” and, together with the Syndication Agent and the Co-Documentation Agents, collectively, the “Agents”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.
FORM OF NOMINATING AGREEMENTNominating Agreement • January 31st, 2005 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • Delaware
THIS NOMINATING AGREEMENT (this “Agreement”), dated as of February [__], 2005, is entered into by and among FairPoint Communications, Inc., a Delaware corporation (the “Company”), Kelso Investment Associates V, L.P., a Delaware limited partnership (“KIA V”), Kelso Equity Partners V, L.P., a Delaware limited partnership (“KEP V” and together with KIA V, “Kelso”) and Thomas H. Lee Equity Fund IV, L.P., a Delaware limited partnership (“THL”). Kelso and THL, together with the affiliates of THL listed on Schedule A attached hereto, are referred to herein collectively as the “Stockholders.”
FORM OF RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 31st, 2005 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • Delaware
This Restricted Stock Agreement, dated as of the Grant Date set forth on the signature page hereof, between FairPoint Communications, Inc., a Delaware corporation (the “Company”), and the grantee whose name appears on Schedule A hereto (the “Grantee”), is being entered into pursuant to the FairPoint Communications, Inc. 2005 Stock Incentive Plan (the “Plan”). Capitalized terms used herein without definition have the meaning given in the Plan.
FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2005 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
FORM OF TERMINATION AGREEMENT WITH KELSO & COMPANY, L.P.Termination Agreement • January 31st, 2005 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
THIS TERMINATION AGREEMENT (this “Agreement”), entered into as of February , 2005, by and between FairPoint Communications, Inc. (formerly known as MJD Communications, Inc.) (the “Company”), a Delaware corporation, and Kelso & Company, L.P. (the “Consultant”), a Delaware limited partnership.
FORM OF AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2005 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • Delaware
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”), KELSO INVESTMENTS ASSOCIATES V, L.P., a Delaware limited partnership (“KIA V”), KELSO EQUITY PARTNERS V, L.P., a Delaware limited partnership (“KEP V”and, together with KIA V, “Kelso”), THOMAS H. LEE 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 Kelso are referred to herein as the “Investor Stockholders” Capitalized terms used in this Amendment and not otherwise defined herein sh
FORM OF TERMINATION AGREEMENT WITH THL EQUITY ADVISORS IV, LLCTermination Agreement • January 31st, 2005 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
THIS TERMINATION AGREEMENT (this “Agreement”), entered into as of February , 2005, by and between FairPoint Communications, Inc. (formerly known as MJD Communications, Inc.) (the “Company”), a Delaware corporation, and THL Equity Advisors IV, LLC (the “Consultant”), a Massachusetts limited liability company.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2005 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February , 2005, by and among FairPoint Communications, Inc., a Delaware corporation (the “Company”), and those persons listed on Schedule A attached hereto, as the same may be amended from time to time (each an “Initial Holder” and collectively, the “Initial Holders”).
