Exhibit 10.15


 


FORM OF REGISTRATION RIGHTS AGREEMENT


 


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”).


 


WHEREAS, the Holders own an aggregate of       
shares of common stock, par value $.01 per share, of the Company (the “Common Stock”); and


 


WHEREAS, the Company has agreed to grant to the
Holders the registration rights set forth in this Agreement.


 


NOW, THEREFORE, BE IT RESOLVED, that the
parties hereto, in consideration of the mutual covenants and agreements hereinafter
set forth, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, hereby agree as follows:


 


Section 1.               Definitions.  As used in this Agreement, the following
capitalized defined terms shall have the following meanings:


 


“Affiliate”
means, with respect to any Person, any other Person that, directly or
indirectly, controls, or is controlled by, or is under common control with,
such Person.  For the purposes of this
definition, “control,” when used with respect to any Person, means possession,
direct or indirect, of the power to direct or cause the direction of the
management and policies of the such Person, whether through the ownership of
voting securities, by contract or otherwise, and the terms “affiliated,” “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Business Day”
means a day, other than a Saturday, Sunday or other day on which banking
institutions in New York, New York are permitted or required by any applicable
law to close.


 


“Commission” means the
Securities and Exchange Commission.


 


“Common Stock” has the
meaning set forth in the Recitals.


 


“Company” has the
meaning set forth in the Preamble and also includes the Company’s successors.


 


“Delay Notice” has the
meaning set forth in Section 2(c) hereof.


 


“Delay Period” has the
meaning set forth in Section 2(c) hereof.


 


“Effectiveness Period”
has the meaning set forth in Section 2(b) hereof.


 





















 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time.


 


“Holder” or “Holders” means the
Initial Holder(s) or each Person to whom a Holder Transfers Registrable
Securities in accordance with Section 7(c) hereof.


 


“Initial Holder” or “Initial Holders” has
the meaning set forth in the Preamble.


 


“Person” means an
individual, partnership, corporation, limited liability company, joint venture,
trust, association, estate, or unincorporated organization, or other entity or
organization, or a government or agency or political subdivision thereof.


 


“Prospectus” means the
prospectus included in the Shelf Registration Statement, including any
preliminary prospectus, and any such prospectus amended or supplemented by any
prospectus supplement, including a prospectus supplement with respect to the
terms of the offering of any portion of the Registrable Securities covered by
the Shelf Registration Statement, and by all other amendments and supplements
to a prospectus, including post-effective amendments, and, in each case,
including all documents incorporated by reference therein.


 


“Registrable Securities”
means (i) the shares of Common Stock held by the Holders; (ii) any shares of
Common Stock or other securities issued as (or issuable upon the conversion or
exercise of any warrant, right or other security which is issued as) a dividend
or other distribution with respect to, or in exchange by the Company generally
for, or in replacement by the Company generally of, such shares of Common
Stock; and (iii) any securities issued in exchange for such shares of
Common Stock in any merger, combination or reorganization of the Company; provided,
however, that Registrable Securities shall not include any securities
which have theretofore been registered and sold by a Holder pursuant to the
Securities Act or which have been sold by a Holder to the public pursuant to
Rule 144 or any similar rules promulgated by the Commission pursuant to the
Securities Act, and, provided  further, that the Company shall
have no obligation under Section 2 hereof to register any Registrable
Securities of a Holder if the Company shall deliver to the Holders requesting
such registration an opinion of counsel reasonably satisfactory to such Holders
and their counsel to the effect that the proposed sale or disposition of all of
the Registrable Securities does not require registration under the Securities
Act for a sale or disposition in a single public sale in accordance with the
volume limitations contained in Rule 144(e)(1)(i) under the Securities Act, and
if the Company shall offer to remove any and all legends restricting transfer
from the certificates evidencing such Registrable Securities.  For purposes of this Agreement, a Person will
be deemed to be a Holder of Registrable Securities whenever such Person has the
then-existing right to acquire such Registrable Securities (by conversion,
purchase or otherwise), whether or not such acquisition has actually been
effected.


 





















 


“Rule 144” and “Rule 145” mean Rule
144 and Rule 145 promulgated under the Securities Act.


 


“Securities Act” means
the Securities Act of 1933, as amended from time to time.


 


“Shelf Registration”
means a registration effected pursuant to Section 2(a) hereof.


 


“Shelf Registration Statement”
means the “shelf” registration statement of the Company pursuant to the
provisions of Section 2 hereof which covers all of the Registrable Securities,
on an appropriate form under Rule 415 under the Securities Act, or any
successor or similar rule that may be adopted by the Commission, and all
amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all documents incorporated by reference
therein.  For the avoidance of doubt, the
“Shelf Registration Statement” will not cover any securities other than
Registrable Securities.


 


“Transfer” means and
includes the act of selling, giving, transferring, creating a trust (voting or
otherwise), assigning or otherwise disposing of (other than pledging,
hypothecating or otherwise transferring as security or any transfer upon any
merger or consolidation) (and correlative words shall have correlative
meanings); provided  however, that any transfer or other
disposition upon foreclosure or other exercise of remedies of a secured
creditor after an event of default under or with respect to a pledge,
hypothecation or other transfer as security shall constitute a Transfer.


 


Section 2.               Registration
under the Securities Act.


 


(a)           Registration
Requirement.  The Company shall use
commercially reasonable  efforts to
prepare and file with the Commission on the 181st day following the date hereof
a Shelf Registration Statement meeting the requirements of the Securities Act and
cause such Shelf Registration Statement to be declared effective by the
Commission as reasonably practicable thereafter.  For the avoidance of doubt, each Holder
acknowledges that the Company is subject to the provisions of Section 3 of the
Underwriting Agreement, dated as of February     , 2005,
which currently restrict the Company’s ability to file the Shelf Registration
Statement prior to the day after the 180th day following the date hereof.  No Holder of Registrable Securities shall be
entitled to include any of its Registrable Securities in any Shelf Registration
pursuant to this Agreement unless and until such Holder agrees in writing to be
bound by all of the provisions of this Agreement applicable to such Holder and
furnishes to the Company in writing, within 10 Business Days after receipt of a
request therefor, such information as the Company may, after conferring with
counsel with regard to information relating to Holders that would be required
by the Commission to be included in such Shelf Registration Statement or the
Prospectus, reasonably request for inclusion in any Shelf


 





















 


Registration Statement or
the Prospectus.  Each Holder as to which
any Shelf Registration is being effected agrees to furnish to the Company all
information with respect to such Holder necessary to make the information
previously furnished to the Company by such Holder not materially misleading.


 


(b)           Effectiveness
Requirement.  The Company agrees to
use commercially reasonable efforts to keep the Shelf Registration Statement
continuously effective and the Prospectus usable for resales for a period
commencing on the date that such Shelf Registration Statement is initially
declared effective by the Commission and terminating on the date when all of
the Registrable Securities covered by such Shelf Registration Statement have
been sold pursuant to such Shelf Registration Statement or cease to be
Registrable Securities (the “Effectiveness Period”); provided, however,
that (i) the Company shall be permitted to defer the filing and/or
effectiveness of such Shelf Registration Statement, to suspend the sale of
securities pursuant to the Shelf Registration Statement and to withdraw the
Shelf Registration Statement during any Delay Period (as defined below) and
(ii) nothing contained herein shall require the Company to prepare any
financial statements for inclusion or incorporation by reference in the Shelf
Registration Statement prior to the time period such financial statements would
otherwise be required to be filed with the Commission pursuant to the Exchange
Act.


 


(c)           Delay
Period.  The term “Delay Period”
shall mean, with respect to any obligation to keep the Shelf Registration
Statement or the Prospectus usable for resales pursuant to this Section 2, the shortest
period of time determined in good faith by the Company to be necessary for such
purpose when there exist circumstances relating to a material pending development,
including but not limited to a pending or contemplated material acquisition or
merger or other material transaction or similar event, which would require
disclosure by the Company in such Shelf Registration Statement or the Prospectus
of material information which the Company determines in good faith that it has
a bona fide business purpose for
keeping confidential and non-public and the non-disclosure of which in the
Shelf Registration Statement or the Prospectus might cause such Shelf
Registration Statement or Prospectus to fail to comply with applicable
disclosure requirements.  A Delay Period
shall commence on and include the date that the Company gives written notice (a
“Delay Notice”)
to the Holders that the Prospectus is no longer usable as a result of a
material pending development pursuant to Section 2(b) hereof and shall end on
the date when the Holders are advised in writing by the Company that the
current Delay Period has terminated (it being understood that the Company shall
give such notice to all Holders promptly upon making the determination that the
Delay Period has ended); provided, however, that the Company
shall not be entitled during any consecutive twelve (12)-month period to (i)
more than three (3) Delay Periods or (ii) to Delay Periods having durations
that exceed ninety (90) days in the aggregate.


 


(d)           Notice.  The Company shall, in the event the Shelf
Registration Statement is declared effective, provide to each Holder a
reasonable number of copies of the Prospectus which is a part of such Shelf
Registration Statement, notify each such


 





















 


Holder when such Shelf
Registration Statement has become effective and take such other actions as are
required to permit unrestricted resales of the Registrable Securities.  The Company further agrees to supplement or
amend the Shelf Registration Statement if and as required by the rules,
regulations or instructions applicable to the registration form used by the
Company for such Shelf Registration Statement or by the Securities Act or by
any other rules and regulations thereunder for shelf registrations, and the
Company agrees to furnish to the Holders of Registrable Securities copies of
any such supplement or amendment promptly after its being used or filed with
the Commission.


 


(e)           Effective
Shelf Registration Statement.  The
Shelf Registration Statement will not be deemed to have become effective unless
it has been declared effective by the Commission; provided, however,
that if, after it has been declared effective, the offering of Registrable
Securities pursuant to such Shelf Registration Statement is interfered with by
any stop order, injunction or other order or requirement of the Commission or
any other governmental agency or court, such Shelf Registration Statement will
be deemed not to have been effective during the period of such interference
until the offering of Registrable Securities pursuant to such Shelf
Registration Statement may legally resume.


 


(f)            Selection
of Underwriter.  In any underwritten
offering to be effected pursuant to a Shelf Registration, Holders of a majority
of the shares of Common Stock to be included in such offering will have the
right to select the managing underwriter (which shall be of nationally
recognized standing) to administer the offering, but only with the approval of
the Company, such approval not to be unreasonably withheld.


 


Section 3.               Registration
Procedures.


 


(a)           Obligations
of the Company.  In connection with
its obligations under Section 2 hereof with respect to the Shelf Registration
Statement, the Company shall use commercially reasonable efforts, during the
Effectiveness Period, to:


 


(i)            prepare
and file with the Commission the Shelf Registration Statement as prescribed by
Section 2(a) hereof on the appropriate form under the Securities Act, which
form shall (i) be selected by the Company, (ii) be available for the sale of
the Registrable Securities by the selling Holders thereof, and (iii) comply as
to form in all material respects with the requirements of the applicable form
and include all financial statements required by the Commission to be filed
therewith; the Company shall use commercially reasonable efforts to cause such
Shelf Registration Statement to become effective and remain effective and the
Prospectus usable for resales in accordance with Section 2 hereof, subject to
the proviso contained in Section 2(b) hereof; provided, however,
that, before filing the Shelf Registration Statement or the Prospectus or any
amendments or supplements thereto, the Company shall furnish to and


 





















 


afford
the Holders of the Registrable Securities covered by such Shelf Registration
Statement, their counsel and the managing underwriters of an underwritten
offering of Registrable Securities, if any, a reasonable opportunity to review
copies of all such documents (including copies of any documents to be
incorporated by reference therein and all exhibits thereto) proposed to be
filed; and the Company shall not file the Shelf Registration Statement or the Prospectus
or any amendments or supplements thereto in respect of which the Holders must
be afforded an opportunity to review prior to the filing of such document,
other than filings required under the Exchange Act, if the Holders, their
counsel or the managing underwriters of an underwritten offering of Registrable
Securities, if any, shall reasonably object in a timely manner;


 


(ii)           prepare
and file with the Commission such amendments and post-effective amendments to
such Shelf Registration Statement as may be necessary to keep such Shelf
Registration Statement effective for the Effectiveness Period, subject to the
proviso contained in Section 2(b) hereof or as reasonably requested by the
Holders of a majority of Registrable Securities, and cause the Prospectus to be
supplemented, if so determined by the Company or requested by the Commission,
by any required prospectus supplement and as so supplemented to be filed
pursuant to Rule 424 (or any similar provision then in force), under the
Securities Act, respond within a reasonable time to any comments received from
the Commission with respect to such Shelf Registration Statement, or any
amendment, post-effective amendment or supplement relating thereto, and comply
with the provisions of the Securities Act, the Exchange Act and the rules and
regulations promulgated thereunder applicable to it with respect to the
disposition of all Registrable Securities covered by such Shelf Registration
Statement during the Effectiveness Period in accordance with the intended
method or methods of distribution by the selling Holders thereof described in
this Agreement;


 


(iii)          register
or qualify the Registrable Securities under all applicable state securities or “blue
sky” laws of such jurisdictions by the time the Shelf Registration Statement is
declared effective by the Commission as any Holder of Registrable Securities
covered by such Shelf Registration Statement and each underwriter of an
underwritten offering of Registrable Securities, if any, shall reasonably
request in writing in advance of such date of effectiveness, and do any and all
other acts and things which may be reasonably necessary or advisable to enable
such Holder and any such underwriter to consummate the disposition in each such
jurisdiction of such Registrable Securities owned by such Holder; provided,
however, that the Company shall not be required to (A) qualify as a
foreign corporation or as a dealer in securities in any


 





















 


jurisdiction
where it would not otherwise be required to qualify but for this
Section 3(a)(iii) hereof, (B) file any general consent to service of
process in any jurisdiction where it would not otherwise be subject to such
service of process or (C) subject itself to taxation in any such jurisdiction
if it is not then so subject;


 


(iv)          promptly
notify each Holder of Registrable Securities, its counsel and the managing
underwriters of an underwritten offering of Registrable Securities, if any, and
promptly confirm such notice in writing (A) when the Shelf Registration
Statement covering such Registrable Securities has become effective and when
any post-effective amendments thereto become effective, (B) of any request
by the Commission or any state securities authority for amendments and
supplements to such Shelf Registration Statement or the Prospectus or for
additional information after such Shelf Registration Statement has become
effective, (C) of the issuance or threatened issuance by the Commission or any
state securities authority of any stop order suspending the effectiveness of
such Shelf Registration Statement or the qualification of the Registrable
Securities in any jurisdiction described in Section 3(a)(iii) hereof or
the initiation of any proceedings for that purpose, (D) if, between the
effective date of such Shelf Registration Statement and the closing of any sale
of Registrable Securities covered thereby, the representations and warranties
of the Company contained in any purchase agreement, securities sales agreement
or other similar agreement cease to be true and correct in all material respects,
(E) of the happening of any event or the failure of any event to occur or the
discovery of any facts, during the Effectiveness Period, which makes any
statement made in such Shelf Registration Statement or the Prospectus untrue in
any material respect or which causes such Shelf Registration Statement or the Prospectus
to omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, and (F) of the reasonable determination of the Company that a
post-effective amendment to such Shelf Registration Statement would be
appropriate;


 


(v)           in the
event of the issuance of any stop order suspending the effectiveness of the
Shelf Registration Statement, use commercially reasonable efforts to obtain the
prompt withdrawal of such stop order;


 


(vi)          furnish to
each Holder of Registrable Securities included within the coverage of the Shelf
Registration Statement, without charge, a reasonable number of conformed copies
of such Shelf Registration Statement and any post-effective amendment thereto
(without documents incorporated therein by reference or exhibits thereto,
unless requested) as


 





















 


such
Holder or managing underwriters of an underwritten offering of Registrable
Securities, if any, may reasonably request;


 


(vii)         deliver
to each selling Holder of Registrable Securities and each managing underwriter
participating in any such disposition of Registrable Securities, if any,
without charge, as many copies of the Prospectus (including any preliminary prospectus)
as such Holder or managing underwriters, if any, may reasonably request (it
being understood that the Company consents to the use of the Prospectus by each
of the selling Holders of Registrable Securities and the underwriter or
underwriters, if any, in connection with the offering and sale of the
Registrable Securities covered by the Prospectus), such other documents
incorporated by reference therein and any exhibits thereto as such selling
Holder or managing underwriter may reasonably request in order to facilitate
the disposition of the Registrable Securities by such Holder or underwriter;


 


(viii)        cooperate
with the selling Holders of Registrable Securities to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold and not bearing any restrictive legends and registered in such names as
the selling Holders or any underwriters may reasonably request at least two
Business Days prior to the closing of any sale of Registrable Securities
pursuant to the Shelf Registration Statement;


 


(ix)           as soon as
practicable after the resolution of any matter or event specified in Sections
3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E) (subject to the proviso contained in
Section 2(b) hereof) and 3(a)(iv)(F) hereof), prepare a supplement or
post-effective amendment to the Shelf Registration Statement or the Prospectus
or any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable
Securities, such Prospectus will not include any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading;


 


(x)            within a
reasonable time following the filing of any document which is to be
incorporated by reference into the Shelf Registration Statement or the
Prospectus after the initial filing of such Shelf Registration Statement,
provide a copy to the Holders and managing underwriters of an underwritten
offering of Registrable Securities, if any;


 


(xi)           if
requested by the Holders of Registrable Securities in connection with a firm
commitment underwritten offering of at least


 





















 


$1.0 million
of Registrable Securities: (i) enter into such agreements (including
underwriting agreements) as are customary in underwritten offerings, (ii)
obtain an opinion of counsel to the Company and updates thereof (which may be
in the form of a reliance letter) in form and substance reasonably satisfactory
to the managing underwriters covering the matters customarily covered in
opinions requested in underwritten offerings and such other matters as may be
reasonably requested by such underwriters (it being agreed that the matters to
be covered by such opinion may be subject to customary qualifications and
exceptions); (iii) obtain a “cold comfort” letter or letters from the Company’s
independent public accountants in customary form and covering matters of the
type customarily covered in “cold comfort” letters in connection with
underwritten offerings and such other matters as reasonably requested by the
underwriters in accordance with Statement on Auditing Standards No. 72; and (iv)
if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures customary for such agreements;


 


(xii)          provide
and cause to be maintained a transfer agent and registrar for all Registrable
Securities covered by the Shelf Registration Statement from and after a date
not later than the effective date of such Shelf Registration Statement;


 


(xiii)         list
or quote all Registrable Securities covered by the Shelf Registration Statement
on any securities exchange or quotation system on which the Common Stock is
then listed or quoted if such Registrable Securities are not already so listed
or quoted and if such listing is then permitted under the rules of such
exchange or quotation system;


 


(xiv)        cooperate
with each seller of Registrable Securities covered by the Shelf Registration
Statement and each underwriter, if any, participating in the disposition of
such Registrable Securities and their respective counsel in connection with any
filings required to be made with any securities exchange or quotation system on
which the Common Stock is listed; and


 


(xv)         take such
other actions as are reasonably necessary to effect the registration of the Registrable
Securities covered by the Shelf Registration Statement contemplated hereby.


 


(b)           Holders’
Obligations.  In connection with any
registration pursuant to Section 2 hereof, each Holder agrees that:


 


(i)            upon
receipt of any notice from the Company of the occurrence of any event specified
in Sections 3(a)(iv)(B), 3(a)(iv)(C),


 





















 


3(a)(iv)(E),
3(a)(iv)(F) hereof or any Delay Notice, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to the Shelf Registration
Statement at issue until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(a)(ix) hereof
or until it is advised in writing by the Company that the use of the Prospectus
may be resumed, and, if so directed by the Company, such Holder will deliver to
the Company (at the Company’s expense) all copies in such Holder’s possession,
other than permanent file copies then in such Holder’s possession, of the
Prospectus covering such Registrable Securities current at the time of receipt
of such notice; and


 


(ii)           the
Company may require each seller of Registrable Securities as to which any registration
is being effected to furnish to it such information regarding such seller as
may be required by the staff of the Commission to be included in the Shelf
Registration Statement, the Company may exclude from such registration the
Registrable Securities of any seller who fails to furnish such information
within 10 Business Days after receiving such request, and the Company shall
have no obligation to register under the Securities Act the Registrable
Securities of a seller who so fails to furnish such information.


 


(c)           Lock-Up
Agreement.  If requested in writing
by the Company, each Holder agrees to execute a lock-up agreement pursuant to
which such Holder shall not effect any public or private sale or distribution
(including sales pursuant to Rule 144 of the Securities Act) of Registrable
Securities, or any securities convertible into or exchangeable or exercisable
for such securities, held by such Holder during the period starting with the date
seven (7) days prior to the Company’s good faith estimate, as certified in
writing by an executive officer of the Company to the Holders, of the date of
the proposed pricing of an underwritten public offering of equity securities of
the Company for the account of the Company and ending on the date ninety (90) days
following the consummation of such underwritten public offering.  If requested by the managing underwriter, if
any, each Holder agrees to execute a lock-up agreement consistent with such
managing underwriter’s customary form of lock-up agreement.


 


Section 4.               Expenses
of Registration.  The Company shall
bear and pay all expenses incurred by it in connection with any registration,
filing, or qualification of Registrable Securities with respect to the Shelf
Registration Statement for each selling Holder, including all registration, stock
exchange listing, accounting and filing fees, all fees and expenses of
complying with securities or blue sky laws, all word processing, duplicating
and printing expenses, messenger and delivery expenses, the reasonable fees and
disbursements of counsel for the Company, and of the Company’s independent
public accountants, including the expenses of “comfort letters” required by or
incident to such performance and compliance and reasonable fees and
disbursements of one firm of counsel and one firm of accountants for the
Holders.  Holders shall be responsible
for any


 





















 


underwriting discounts
and commissions and taxes of any kind (including without limitation, transfer
taxes) relating to any disposition, sale or transfer of Registrable Securities.


 


Section 5.               Indemnification;
Contribution.


 


(a)           Indemnification
by the Company.  If any Registrable
Securities are included in the Shelf Registration Statement under this
Agreement, to the extent permitted by applicable law, the Company shall
indemnify and hold harmless each selling Holder, each Person, if any, who
controls such selling Holder within the meaning of the Securities Act, and each
officer, director, trustee, partner, and employee of such selling Holder and
such controlling Person, against any and all losses, claims, damages,
liabilities, joint or several, and expenses (including reasonable attorneys’
fees and reasonable expenses of investigation), to which any of the foregoing
Persons may become subject under the Securities Act, the Exchange Act or other
federal or state laws or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in such Shelf Registration
Statement, including any amendments or supplements thereto, any document
incorporated by reference therein and the Prospectus, or any omission or
alleged omission to state therein a material fact required to be stated
therein, or necessary to make the statements therein (in the case of the
Prospectus, in light of the circumstances under which they were made) not
misleading; provided, however, that the indemnification required
by this Section 5(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or expense if such settlement is effected
without the consent of the Company, which consent shall not be unreasonably
withheld, nor shall the Company be liable in any such case for any such loss,
claim, damage, liability or expense to the extent that it arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such Shelf Registration Statement in reliance upon and
in conformity with written information furnished to the Company by a Holder,
underwriter or the indemnified party expressly for use in connection with such
registration; provided, further, that the indemnity agreement
contained in this Section 5(a) shall not apply to any loss, liability, claim or
damage based on or arising out of (i) an offer or sale of Registrable
Securities during any Delay Period pursuant to Section 2(c) hereof (provided
that the Company has given the Holder a Delay Notice pursuant to Section 2(c)
hereof) or (ii) an untrue statement or alleged untrue statement of a material
fact, or an omission or alleged omission to state a material fact, contained in
or omitted from such Shelf Registration Statement, any amendments or
supplements thereto, any document incorporated by reference therein or the
Prospectus in conformity with information furnished to the Company in writing
by such Person specifically for use therein.


 


(b)           Indemnification
by Holder.  If any of a selling
Holder’s Registrable Securities are included in the Shelf Registration
Statement under this


 





















 


Agreement, to the extent
permitted by applicable law, such selling Holder shall indemnify and hold
harmless the Company, each of its directors, each of its officers who shall
have signed such Shelf Registration Statement, each Person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, any other selling Holder, any controlling
Person of any such other selling Holder and each officer, director, partner,
and employee of such other selling Holder and such controlling Person, against
any and all losses, claims, damages, liabilities and expenses (joint and
several), including reasonable attorneys’ fees and disbursements and expenses
of investigation, incurred by such party pursuant to any actual or threatened
action, suit, proceeding or investigation, or to which any of the foregoing
Persons may otherwise become subject under the Securities Act, the Exchange Act
or other federal or state laws, insofar as such losses, claims, damages,
liabilities and expenses arise out or are based upon any untrue statement or
alleged untrue statement of a material fact contained in such Shelf
Registration Statement, including the Prospectus, or any amendments or
supplements thereto or any document incorporated by reference therein, or any
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein (in light of the
circumstances under which they were made in the case of the Prospectus) not
misleading, but only to the extent that such untrue statement or omission had
been contained in any information furnished in writing by such Holder to the Company
expressly for use in connection with such registration; provided, however,
that (i) the indemnification required by this Section 5(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or
expense if settlement is effected without the consent of the relevant selling
Holder of Registrable Securities, which consent shall not be unreasonably
withheld, and (ii) in no event shall the amount of any indemnity under this
Section 5(b) exceed the gross proceeds from the applicable offering received by
such selling Holder.  The Company and the
Holders of the Registrable Securities in their capacities as stockholders
and/or controlling persons (but not in their capacities as directors or officers
of the Company) hereby acknowledge and agree that the only information
furnished or to be furnished to the Company for use in any registration
statement or prospectus relating to the Registrable Securities or in any
amendment, supplement or preliminary materials associated therewith are
statements specifically relating to (A) the beneficial ownership of shares of
Common Stock by such Holder and its Affiliates and (B) the name and address of
such Holder.  If any additional
information about such Holder or the plan of distribution (other than for an
underwritten offering) is required by law to be disclosed in any such document,
then such Holder shall not unreasonably withhold its agreement referred to in
the immediately preceding sentence of this Section 5(b).  In no event shall a Holder be jointly liable
with any other Holder as a result of its indemnification obligations.


 


(c)           Conduct
of Indemnification Proceedings. 
Promptly after receipt by an indemnified party under this Section 5 of
notice of the commencement of any action, suit, proceeding, investigation or
threat thereof made in writing for which such indemnified party may make a
claim under this Section 5, such indemnified party shall


 





















 


deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties.  The failure
to deliver written notice to the indemnifying party within a reasonable time
following the commencement of any such action, if it prejudices or results in
forfeiture of substantial rights or defenses of the indemnifying party, shall
relieve such indemnifying party of any liability to the indemnified party under
this Section 5, to the extent of any damage directly suffered by the
indemnifying party as a result thereof. 
Any fees and expenses incurred by the indemnified party (including any
fees and expenses incurred in connection with investigating or preparing to
defend such action or proceeding) shall be paid to the indemnified party, as
incurred, within thirty (30) days of written notice thereof to the indemnifying
party.  Any such indemnified party shall
have the right to employ separate counsel in any such action, claim or
proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be the expenses of such indemnified party unless
(i) the indemnifying party has agreed to pay such fees and expenses,
(ii) the indemnifying party shall have failed to promptly assume the
defense of such action, claim or proceeding or (iii) the named parties to
any such action, claim or proceeding (including any impleaded parties) include
both such indemnified party and the indemnifying party, and such indemnified
party shall have been advised by counsel that there may be one or more legal
defenses available to it which are different from or in addition to those
available to the indemnifying party (in which case, if such indemnified party
notifies the indemnifying party in writing that it elects to employ separate
counsel at the expense of the indemnifying party, the indemnifying party shall
not have the right to assume the defense of such action, claim or proceeding on
behalf of such indemnified party, it being understood, however, that the
indemnifying party shall not, in connection with any one such action, claim or
proceeding or separate but substantially similar or related actions, claims or
proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one additional firm of attorneys (together with appropriate local
counsel) at any time for all such indemnified parties.  No indemnifying party shall be liable to an
indemnified party for any settlement of any action, proceeding or claim without
the written consent of the indemnifying party, which consent shall not be
unreasonably withheld.


 


(d)           Contribution.  If the indemnification required by this
Section 5 from the indemnifying party is unavailable to an indemnified party
hereunder in respect of any losses, claims, damages, liabilities or expenses
referred to in this Section 5:


 


(i)            The indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or expenses in such proportion as is appropriate
to reflect the relative fault of the indemnifying party and indemnified parties
in connection with the


 





















 


actions
which resulted in such losses, claims, damages, liabilities or expenses, as
well as any other relevant equitable considerations.  The relative fault of such indemnifying party
and indemnified parties shall be determined by reference to, among other
things, whether any indemnifiable action has been committed by, or relates to
information supplied by, such indemnifying party or indemnified parties, and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such indemnifiable action.  The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitations set forth in
Section 5(a) and Section 5(b), any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or proceeding.


 


(ii)           The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation
which does not take into account the equitable considerations referred to in
Section 5(d)(i).  No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.


 


(iii)          No
party shall be liable for contribution under this Section 5(d) except to the
extent and under such circumstances as such party would have been liable for
indemnification under this Section 5 if such indemnification were enforceable
under applicable law.


 


(e)           Full
Indemnification.  If indemnification
is available under this Section 5, the indemnifying parties shall
indemnify each indemnified party to the full extent provided in this Section 5
without regard to the relative fault of such indemnifying party or indemnified
party or any other equitable consideration referred to in Section 5(d)(i)
hereof.


 


(f)            Survival.  The obligations of the Company and the
selling Holders of Registrable Securities under this Section 5 shall survive
the completion of any offering of Registrable Securities pursuant to the Shelf
Registration Statement under this agreement, and otherwise.


 


Section 6.               Covenants
of the Company.  The Company hereby
agrees and covenants as follows:


 


(a)           The
Company shall use commercially reasonable efforts to file as and when
applicable, on a timely basis, all reports required to be filed by it under the
Exchange Act.  If the Company is not
required to file reports pursuant to the Exchange


 





















 


Act, upon the request of
any Holder of Registrable Securities, the Company shall use commercially reasonable
efforts to make publicly available the information specified in subparagraph
(c)(2) of Rule 144.  The Company shall
use commercially reasonable efforts to take such further action as may be
reasonably required from time to time and as may be within the reasonable
control of the Company to enable the Holders to Transfer Registrable Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 or any other exemption from registration.  Upon the request of any Holder of Registrable
Securities, the Company will deliver to such Holder a written statement as to
whether it has complied with such requirements and, if not, the specifics
thereof.


 


(b)           In
connection with any sale, transfer or other disposition by a Holder of any
Registrable Securities pursuant to Rule 144, the Company shall use commercially
reasonable efforts to cooperate with such Holder to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold and not bearing any Securities Act legend, and enable certificates for
such Registrable Securities to be for such number of shares and registered in
such names as the Holder may reasonably request at least two Business Days
prior to any sale of Registrable Securities.


 


Section 7.               Miscellaneous
.


 


(a)           Amendments
and Waivers.


 


(i)            The
provisions of this Agreement, including the provisions of this Section 7(a),
may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given without the written
consent of the Company and the Holders of a majority of the outstanding
Registrable Securities.  Any amendment or
waiver effected in accordance with this paragraph shall be binding upon each
Holder, each future Holder of Registrable Securities, and the Company.


 


(ii)           Notice of
any amendment, modification or supplement to this Agreement adopted in
accordance with this Section 7 shall be provided by the Company to the
Holders prior to the effective date of such amendment, modification or
supplement.


 


(b)           Notices.  All notices or other communications under
this Agreement shall be sufficient if in writing and delivered by hand or sent,
postage prepaid by registered, certified or express mail, or by recognized
overnight air courier service and shall be deemed given when so delivered by
hand, or if mailed or sent by overnight courier service, on the third Business
Day after mailing (one Business Day in the case of express mail or overnight
courier service) to the parties at the following addresses:


 





















 


(i)            if to the
Initial Holders, to the addresses set forth under their signatures on the
signature page hereof and if to any other Holder to the address contained in
the records of the Company;


 


(ii)           if to the
Company, to:


 


FairPoint Communications, Inc.


521 East Morehead Street, Suite 250


Charlotte, North Carolina 28202

Attention: Shirley J. Linn, Esq.


 


with a copy to:


 


Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, New York  10022

Attention: Jeffrey J. Pellegrino, Esq.


 


or at such other address as the addressee may have
furnished in writing to the sender as provided herein.


 


(c)           Assignment.


 


(i)            Except as
expressly provided in this Section 7(c), the rights of the parties hereto
cannot be assigned and any purported assignment or transfer to the contrary
shall be void ab initio.  So long as the
terms of this Section 7(c) are followed, any Holder may assign any of its
rights under this Agreement, without the consent of the Company, to any Person
to whom such holder Transfers any Registrable Securities or any rights to
acquire Registrable Securities so long as such Transfer is not made pursuant to
an effective Registration Statement or pursuant to Rule 144 or Rule 145 (or any
successor provisions) under the Securities Act or in any other manner or to any
Person the effect or consequences of which is to cause the Transferred
securities to be freely transferable without regard to the volume and manner of
sale limitations set forth in Rule 144 (or any successor provision) in the
hands of the transferee as of the date of such Transfer.


 


(ii)           Notwithstanding
Section 7(c)(i) hereof, no Holder may assign any of its rights under this
Agreement to any Person to whom such Holder Transfers any Registrable Securities
if the Transfer of such Registrable Securities requires registration under the
Securities Act.


 


(iii)          The
nature and extent of any rights assigned shall be as agreed to between the
assigning party and the assignee.  No
Person may be


 





















 


assigned
any rights under this Agreement unless (x) the Company is given written notice
by the assigning party at the time of such assignment stating the name and
address of the assignee, identifying the securities of the Company as to which
the rights in question are being assigned, and providing a detailed description
of the nature and extent of the rights that are being assigned and (y) the
assignee agrees in writing to be bound by and subject to the terms and
conditions of this Agreement, including, without limitation, the provisions of
this Section 7(c).


 


(d)           Successors
and Assigns; No Third Party Beneficiaries. 
This Agreement will be binding upon and inure to the benefit of the
parties hereto and their successors and permitted assigns.  Except as set forth herein and by operation
of law, no party to this Agreement may assign or delegate all or any portion of
its rights, obligations, or liabilities under this Agreement without the prior
written consent of the Company in the case of a Holder or without the written consent
of Holders holding a majority of Registrable Securities in the case of the
Company; provided, that (i) such transferee acquires such Registrable
Securities pursuant to an express assignment from the transferor, and (ii) such
transferee executes a joinder agreement agreeing to be bound by all of the
transferor’s obligations hereunder, a copy of which shall have been delivered
to the Company.  This Agreement shall not
be construed so as to confer any right or benefit upon any Person other than
the parties hereto and their respective successors and permitted assigns to the
extent contemplated herein.


 


(e)           Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


(f)            Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(g)           GOVERNING
LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.


 


(h)           Specific
Performance.  The parties hereto
acknowledge that there would be no adequate remedy at law if any party fails to
perform any of its obligations hereunder, and accordingly agree that each
party, in addition to any other remedy to which it may be entitled at law or in
equity, shall be entitled to compel specific performance of the obligations of
any other party under this Agreement in accordance with the terms and
conditions of this Agreement in any court of the United States or any State
thereof having jurisdiction.


 





















 


(i)            Entire
Agreement.  This Agreement is
intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of
the parties hereto in respect of the subject matter contained herein.  This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.


 





















 


IN WITNESS WHEREOF, the
undersigned Company has executed this Agreement as of the date first written
above.


 


	
   

  	
  FAIRPOINT COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


IN
WITNESS WHEREOF, the undersigned Holder has executed this Agreement as of the
date first written above.


 


	
   

  	
   

  	
   

  
	
   

  	
    Name:

  
	
   

  	
   

  
	
   

  	
    Address:

  



 





















 


SCHEDULE A