FairPoint Communications 2004 Annual Report Download - page 139

Thomas H. Lee Charitable Investment, L.P. is controlled by Thomas H. Lee as its general partner. Thomas H. Lee also controls
Thomas H. Lee Investors Limited Partnership as the sole stockholder of its general partner, THL Investment Management Corp.
See "Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Equity
Compensation Plan Information" for a table detailing securities authorized for issuance under our equity compensation plans.
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We entered into a Management Services Agreement with THL Equity Advisors IV, LLC, dated as of January 20, 2000, and an Amended
and Restated Financial Advisory Agreement, dated as of January 20, 2000, with Kelso & Company, pursuant to which THL Equity Advisors
IV, LLC and Kelso & Company provided us certain consulting and advisory services related, but not limited to, equity financings and strategic
planning. In the year ended December 31, 2004, we paid advisory fees and out of pocket expenses of approximately $1,122,755 in the
aggregate to THL Equity Advisors IV, LLC and Kelso & Company. In connection with the offering, we terminated these agreements and paid
a transaction fee of $8.4 million to Kelso & Company. However, our obligations with respect to the indemnification of Kelso & Company
against certain liabilities incurred in connection with the provision of advisory services survive.
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Daniel G. Bergstein, a director of the Company during fiscal 2004, is a senior partner of Paul, Hastings, Janofsky & Walker LLP, a law
firm which provides legal services to us. In the year ended December 31, 2004, we paid Paul Hastings approximately $3,511,782 for legal
services and expenses.
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In connection with our January 2000 equity financing and recapitalization, we entered into a stockholders agreement with our
stockholders, dated as of January 20, 2000, pursuant to which, among other things, THL Equity Fund, Kelso Investment Associates and
Kelso Equity Partners had the right to designate members to our board of directors. We also entered into a registration rights agreement with
certain of our stockholders, dated as of January 20, 2000, pursuant to which such stockholders had the right in certain circumstances, and
subject to certain conditions, to require us to register shares of our common stock held by them under the Securities Act.
In connection with the offering, we terminated our existing stockholders agreement and entered into a nominating agreement with THL
Equity Fund, Kelso Investment Associates and Kelso Equity Partners pursuant to which we, acting through our corporate governance
committee, agreed, subject to the requirements of our directors' fiduciary duties, that (i) THL Equity Fund will be entitled to designate one
Class III director to be nominated for election to our board of directors and Kelso Investment Associates and Kelso Equity Partners will be
entitled to designate one Class II director to be nominated for election to our board of directors as long as THL Equity Fund and its affiliates,
Kelso Investment Associates and Kelso Equity Partners own in the aggregate at least 40% of the shares of our common stock which they
owned immediately prior to the closing of the offering or (ii) THL Equity Fund will be entitled to designate one Class III director to be
nominated for election to our board of directors as long as THL Equity Fund and its affiliates, Kelso Investment Associates and Kelso Equity
Partners own in the aggregate less than 40% and at least 20% of the shares of our common stock which they owned immediately prior to the
closing of the offering. In addition, at any time after Kelso Investment Associates and Kelso Equity Partners no longer owns any of our
common stock, as long as THL Equity Fund and its affiliates own at least 40% of the shares of our common
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