Exhibit 10.20


 


FORM OF TERMINATION AGREEMENT


WITH


KELSO & COMPANY, L.P.


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.


WITNESSETH


WHEREAS, the Company and the
Consultant are party to that certain Amended and Restated Financial Advisory
Agreement, dated as of January 20, 2000 (the “Management Agreement”); and


WHEREAS, in connection with
the Company’s initial public offering (the “Offering”) of shares of its common
stock, par value $0.01 per share,  the Company and the
Consultant wish to terminate and discharge the Management Agreement and, except
as otherwise set forth herein, all obligations of the parties thereunder and/or
in respect thereof as of the date hereof.


NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


Article I.

Termination


1.1           Termination of
the Management Agreement.  The
Management Agreement is hereby terminated as of the date hereof, and, except as otherwise set forth
herein,  the Company
and the Consultant shall have no further rights or obligations thereunder from
and after the date hereof.


1.2           Acknowledgement
and Receipt. The Consultant hereby acknowledges receipt from the Company of
$8,445,080 in full payment of the transaction fee required to be paid by the
Company to the Consultant pursuant to Section 4(b) of the Management Agreement
in connection with the consummation of the Offering.


1.3           Survival
of Expense Reimbursement and Indemnity.  Notwithstanding the termination of the Management Agreement, pursuant to
Section 12 of the Management Agreement, the Company and the Consultant hereby
acknowledge


 





















 


and affirm that the obligations of the Company under
Section 4 (Compensation; Expense Reimbursement) of the Management Agreement and
under Section 5 (Indemnification) of the Management Agreement shall survive
such termination.


Article II.

Miscellaneous


2.1           Entire Agreement;
Amendment.  This Agreement contains
the entire understanding of the parties with respect to the subject matter
contained herein.  This Agreement
supersedes all prior and contemporaneous agreements, arrangements, contracts,
discussions, negotiations, undertakings and understandings (whether written or
oral) among the parties with respect to such subject matter.  This Agreement may be amended only by a
written instrument executed by each of the parties hereto.


2.2           Captions.  Article and section captions used herein are
for reference purposes only, and shall not in any way affect the meaning or
interpretation of this Agreement.


2.3           Governing Law.  This Agreement shall be governed by and
construed in accordance with the substantive laws of the State of New York,
without regard to conflicts of laws and principles thereof, or any other law
that would make the laws of any jurisdiction other than the State of New York
applicable hereto.


2.4           Severability.  In case any provision in this Agreement shall
be held invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof will not in any way be
affected or impaired thereby.


2.5           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together will constitute one and the same
instrument.


 


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


	
   

  	
  FAIRPOINT COMMUNICATIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KELSO & COMPANY, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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