FairPoint Communications 2004 Annual Report Download - page 138

stock units and (iv) does not include 44,213 shares of restricted stock awarded under our 2005 stock incentive plan on February 15,
2005, which shares are subject to certain vesting requirements.
(7) With respect to shares beneficially owned: (i) includes 6,028 shares of common stock issuable upon exercise of stock options that are
either currently exercisable or become exercisable during the next 60 days, (ii) does not include 32,135 shares of our common stock
issuable upon exercise of stock options that are not currently exercisable or do not become exercisable during the next 60 days,
(iii) does not include 1,659 shares of our common stock underlying unvested restricted stock units and (iv) does not include 18,948
shares of restricted stock awarded under our 2005 stock incentive plan on February 15, 2005, which shares are subject to certain
vesting requirements.
(8) Share amounts include 3,112,861 shares of our common stock owned by Kelso Investment Associates and 335,729 shares of our
common stock owned by Kelso Equity Partners V, L.P. Kelso Investment Associates V, L.P. and Kelso Equity Partners V, L.P., due to
their common control, could be deemed to beneficially own each other's shares, but each disclaims such beneficial ownership.
Joseph S. Schuchert, Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K.
Bynum, Jr., Philip E. Berney, Frank J. Loverro and Michael B. Lazar may be deemed to share beneficial ownership of shares of our
common stock owned of record by Kelso Investment Associates V, L.P. and Kelso Equity Partners V, L.P., by virtue of their status as
general partners of the general partner of Kelso Investment Associates V, L.P. and as general partners of Kelso Equity Partners V, L.P.
Messrs. Schuchert, Nickell, Wall, Matelich, Goldberg, Wahrhaftig, Bynum, Berney, Loverro and Lazar share investment and voting
power with respect to securities owned by Kelso Investment Associates V, L.P. and Kelso Equity Partners V, L.P., but disclaim
beneficial ownership of such securities.
(9) Shares beneficially owned include 3,397,096 shares owned by Thomas H. Lee Equity Fund IV, L.P., 116,258 shares owned by
Thomas H. Lee Foreign Fund IV, L.P., 329,936 shares owned by Thomas H. Lee Foreign Fund IV-B, L.P. and 1,193 shares owned
by Thomas H. Lee Investors Limited Partnership. Due to his position as a Managing Director of Thomas H. Lee Partners, L.P.,
Mr. Weldon may be deemed to share voting and investment power with other investors with respect to the shares beneficially owned
by such entities. Mr. Weldon disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. In
addition, Mr. Weldon owns 2,777 shares of common stock.
(10) With respect to shares beneficially owned: (i) includes 173,421 shares of our common stock issuable upon exercise of stock options
that are either currently exercisable or become exercisable during the next 60 days, (ii) does not include 595,721 shares of our
common stock issuable upon exercise of stock options that are not currently exercisable or do not become exercisable during the next
60 days, (iii) does not include 15,897 shares of our common stock underlying unvested restricted stock units and (iv) does not include
457,926 shares of restricted stock awarded under our 2005 stock incentive plan on February 15, 2005, which shares are subject to
certain vesting requirements.
(11) Shares beneficially owned include 3,397,096 shares owned by Thomas H. Lee Equity Fund IV, L.P., 116,258 shares owned by
Thomas H. Lee Foreign Fund IV, L.P., 329,936 shares owned by Thomas H. Lee Foreign Fund IV-B, L.P., 22,086 shares owned by
Thomas H. Lee Charitable Investment, L.P., 1,196 shares owned by Thomas H. Lee Investors Limited Partnership and 200,162
shares owned by certain individuals affiliated with Thomas H. Lee Partners, L.P. Thomas H. Lee Advisors, LLC, the general partner
of Thomas H. Lee Partners, L.P., which is the sole member of THL Equity Advisors IV, LLC, which in turn is the general partner of
each of Thomas H. Lee Equity Fund IV, L.P., Thomas H. Lee Foreign Fund IV, L.P. and Thomas H. Lee Foreign Fund IV-B, L.P., is
controlled by a managing group comprised of C. Hunter Boll, Anthony J. DiNovi, Thomas M. Hagerty, David V. Harkins, Thomas H.
Lee, Scott A. Schoen and Scott M. Sperling.
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