Exhibit 10.16


 


FORM OF AMENDMENT
NO. 1 TO REGISTRATION RIGHTS AGREEMENT


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 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 Kelso, the Kelso 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, Kelso 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.


 


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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.


 


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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:

  
	
   

  	
   

  
	
   

  	
  KELSO INVESTMENT ASSOCIATES V, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By Kelso Partners V, L. P.,

  
	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KELSO EQUITY PARTNERS V, L. P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  THOMAS H. LEE EQUITY FUND IV, L. P.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: THL Equity Advisors IV, LLC,

  
	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


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  THOMAS H. LEE FOREIGN FUND IV, L. P.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: THL Equity Advisors IV, LLC,

  
	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  THOMAS H. LEE FOREIGN FUND IV-B, L. P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  THL Equity Advisors IV, LLC,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  1987 THOMAS H. LEE NOMINEE TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Trustee:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  David V. Harkins

  
				



 


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  THE HARKINS 1995 GIFT TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Trustee:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Scott A. Schoen

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  C. Hunter Boll

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Scott M. Sperling

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Anthony J. DiNovi

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thomas M. Hagerty

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Warren C. Smith, Jr.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Seth W. Lawry

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Kent R. Weldon

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Terrence M. Mullen

  
	
   

  	
   

  
				



 


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  Todd M. Abbrecht

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Charles A. Brizius

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Scott Jaeckel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Soren Oberg

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thomas R. Shephard

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Joseph Incandela

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Wendy L. Masler

  
	
   

  	
   

  
	
   

  	
   

  
	
  \

  	
   

  
	
   

  	
  Andrew D. Flaster

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROBERT SCHIFF LEE 1988

  IRREVOCABLE TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Trustee:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Stephen Zachary Lee

  
	
   

  	
   

  



 


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  Charles W. Robins as Custodian for Jesse Lee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Charles W. Robins as Custodian for Nathan Lee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Charles W. Robbins

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  James Westra

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THOMAS H. LEE CHARITABLE INVESTMENT L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Thomas H. Lee,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  THL-CCI INVESTORS LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  THL Investment Management Corp.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


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  PUTNAM HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE OTHER STOCKHOLDERS

  
	
   

  	
   

  	
   

  
	
   

  	
  JED COMMUNICATIONS ASSOCIATES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Daniel G. Bergstein

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Joel Bergstein

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Michael Bergstein

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lindy Sobel Bergstein

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Meyer Haberman

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  John P. Duda

  	
   

  
	
   

  	
   

  	
   

  
				



 


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  Lisa R. Hood

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Eugene B. Johnson

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Walter E. Leach, Jr.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Peter G. Nixon

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Michael J. Stein

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Jack H. Thomas

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tim Henry

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Pat Morse

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Pat Eudy

  	
   

  



 


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SCHEDULE A


 


	
  INVESTOR STOCKHOLDER

  	
  NUMBER OF REGISTRABLE SECURITIES

  
	
  Kelso Equity Partners V, L.P.

  	
  1,771,770

  
	
  Kelso Investment Associates V, L.P.

  	
  16,427,726

  
	
  Thomas H. Lee Equity Fund IV, L.P.

  	
  17,927,740

  
	
  Thomas H. Lee Foreign Fund IV, L.P.

  	
  613,540

  
	
  Thomas H. Lee Foreign Fund IV-B, L.P.

  	
  1,741,200

  
	
  Putnam Holdings, Inc.

  	
  294,820

  
	
  Thomas H. Lee Charitable Investment Limited
  Partnership

  	
  116,560

  
	
  THL-CCI Investors Limited Partnership

  	
  6,300

  
	
  1997 Thomas H. Lee Nominee Trust

  	
  276,540

  
	
  David V. Harkins

  	
  63,140

  
	
  The 1995 Harkins Gift Trust

  	
  7,080

  
	
  Scott A. Schoen

  	
  52,660

  
	
  C. Hunter Boll

  	
  52,660

  
	
  Scott M. Sperling

  	
  52,660

  
	
  Anthony J. DiNovi

  	
  52,660

  
	
  Thomas M. Hagerty

  	
  52,660

  
	
  Warren C. Smith, Jr.

  	
  52,660

  
	
  Seth W. Lawry

  	
  21,940

  
	
  Kent R. Weldon

  	
  14,660

  
	
  Terrence M. Mullen

  	
  11,680

  
	
  Todd M. Abbrecht

  	
  11,680

  
	
  Charles A. Brizius

  	
  8,780

  
	
  Scott L. Jaeckel

  	
  3,320

  
	
  Soren L. Oberg

  	
  3,320

  
	
  Thomas R. Shepherd

  	
  6,140

  
	
  Wendy L. Masler

  	
  1,520

  
	
  Andrew D. Flaster

  	
  1,320

  
	
  RSL Trust

  	
  3,820

  
	
  Stephen Zachary Lee

  	
  3,820

  
	
  Charles W. Robins as Custodian for Nathan Lee

  	
  1,900

  
	
  Charles W. Robins as Custodian for Jesse Lee

  	
  1,900

  
	
  Charles W. Robins

  	
  1,520

  
	
  James Westra

  	
  1,520

  



 


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SCHEDULE B


 


	
  OTHER STOCKHOLDER

  	
  NUMBER
  OF REGISTRABLE SECURITIES

  
	
  JED Communications, Inc.

  	
  2,150,388

  
	
  Daniel G. Bergstein

  	
  0

  
	
  Joel Bergstein

  	
  62,200

  
	
  Michael & Lindy Bergstein

  	
  102,800

  
	
  Meyer Haberman

  	
  648,834

  
	
  John P. Duda

  	
  0

  
	
  Lisa R. Hood

  	
  7,500

  
	
  Eugene B. Johnson

  	
  427,180

  
	
  Walter E. Leach, Jr.

  	
  0

  
	
  Peter G. Nixon

  	
  9,200

  
	
  Michael J. Stein

  	
  60,000

  
	
  Jack H. Thomas

  	
  1,473,390

  
	
  Tim Henry

  	
  17,800

  
	
  Pat Morse

  	
  22,000

  
	
  Pat Eudy

  	
  127,200

  
	
   

  	
   

  



 


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