Exhibit 10.18


 


FORM OF TERMINATION
AGREEMENT


WITH


THL EQUITY
ADVISORS IV, LLC


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.


WITNESSETH


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


WHEREAS, in connection with the Company’s initial
public offering of common stock, the Company and the Consultant wish to
terminate and discharge the Management Agreement and 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 the Company and the Consultant
shall have no further rights or obligations thereunder from and after the date
hereof.


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:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THL EQUITY ADVISORS IV, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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