SUPPLEMENTAL INDENTURESupplemental Indenture • March 25th, 2005 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
SUPPLEMENTAL INDENTURE dated as of January 20, 2005, between FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”), to the Indenture, dated as of March 6, 2003 (the “Indenture”), between the Company and the Trustee, as amended as of the date hereof. Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
CREDIT AGREEMENT among FAIRPOINT COMMUNICATIONS, INC., VARIOUS LENDING INSTITUTIONS, BANK OF AMERICA, N.A., as SYNDICATION AGENT, COBANK, ACB and GENERAL ELECTRIC CAPITAL CORPORATION, as CO-DOCUMENTATION AGENTS, and DEUTSCHE BANK TRUST COMPANY...Credit Agreement • March 25th, 2005 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
CREDIT AGREEMENT, dated as of February 8, 2005, among FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time party hereto, BANK OF AMERICA, N.A., as Syndication Agent (in such capacity, the “Syndication Agent”), COBANK, ACB and GENERAL ELECTRIC CAPITAL CORPORATION, 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.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 25th, 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.
B TERM NOTEFairpoint Communications Inc • March 25th, 2005 • Telephone communications (no radiotelephone)
SWINGLINE NOTEFairpoint Communications Inc • March 25th, 2005 • Telephone communications (no radiotelephone)
This Note is the Swingline Note referred to in the Credit Agreement, dated as of February 8, 2005, among the Borrower, the lenders from time to time party thereto (including the Lender), Bank of America, N.A., as Syndication Agent, CoBank, ACB and General Electric Capital Corporation, as Co-Documentation Agents, and Deutsche Bank Trust Company Americas, as Administrative Agent (as amended, restated, modified and/or supplemented from time to time, the “Agreement”), and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Agreement). This Note is secured pursuant to the Pledge Agreement (as defined in the Agreement). As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the Swingline Expiry Date, in whole or in part.
PLEDGE AGREEMENTPledge Agreement • March 25th, 2005 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
PLEDGE AGREEMENT, dated as of February 8, 2005 (as amended, restated, modified and/or supplemented from time to time, the “Agreement”), made by each of the undersigned pledgors (each, a “Pledgor” and together with any other entity that becomes a party hereto pursuant to Section 24 hereof, collectively, the “Pledgors”), in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent (including any successor collateral agent, the “Pledgee”) for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
RF NOTERf Note • March 25th, 2005 • Fairpoint Communications Inc • Telephone communications (no radiotelephone)
This Note is one of the RF Notes referred to in the Credit Agreement, dated as of February 8, 2005, among the Borrower, the lenders from time to time party thereto (including the Lender), Bank of America, N.A., as Syndication Agent, CoBank, ACB and General Electric Capital Corporation, as Co-Documentation Agents, and Deutsche Bank Trust Company Americas, as Administrative Agent (as amended, restated, modified and/or supplemented from time to time, the “Agreement”), and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Agreement). This Note is secured pursuant to the Pledge Agreement (as defined in the Agreement). As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the RF Maturity Date, in whole or in part.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2005 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February 8, 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”).
NOMINATING AGREEMENTNominating Agreement • March 25th, 2005 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • Delaware
THIS NOMINATING AGREEMENT (this “Agreement”), dated as of February 8, 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.”
SUBSIDIARY GUARANTYSubsidiary Guaranty • March 25th, 2005 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 25th, 2005 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 11, 2005, among FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”), various Lenders party to the Credit Agreement referred to below, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the “Administrative Agent”). All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
