FairPoint Communications 2004 Annual Report Download - page 140

stock which THL Equity Fund and its affiliates, Kelso Investment Associates and Kelso Equity Partners owned immediately prior to the
closing of the offering, THL Equity Fund will be entitled to designate one Class II director to be nominated for election to our board of directors
in addition to its right to designate one Class III director to be nominated for election to our board of directors.
In connection with the offering, we terminated our existing registration rights agreement and entered into a new registration rights
agreement with THL Equity Fund, certain affiliates of THL Equity Fund, Kelso Investment Associates and Kelso Equity Partners, certain
other significant stockholders and certain members of our management, which we refer to as the affiliate registration rights agreement. The
affiliate registration rights agreement requires us to use our commercially reasonable efforts to file with the Securities and Exchange
Commission on the 181st day following the closing of the offering a shelf registration statement covering the shares of our common stock
held by such parties and to use our commercially reasonable efforts to have such shelf registration statement declared effective by the
Securities and Exchange Commission as soon as reasonably practicable thereafter.
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Daniel G. Bergstein, Jack H. Thomas, Meyer Haberman and Eugene B. Johnson, our founding stockholders, have entered into an
arrangement with Walter E. Leach, Jr. and John P. Duda pursuant to which such stockholders have agreed to provide compensation to
Mr. Leach and Mr. Duda upon the occurrence of certain specified liquidation events with respect to us, based on our value at the time of any
such liquidation event. In connection with the offering, our founding stockholders will satisfy their obligations to Mr. Leach and Mr. Duda
pursuant to this arrangement.

The following table sets forth the aggregate fees paid or payable to KPMG LLP, which we refer to as KPMG, relating to the audit of the
Company's 2004 consolidated financial statements and the fees billed to the Company in 2004 by KPMG for other professional services:
Audit Fees $528,995
Audit-Related Fees 1,712,549
Tax Fees 304,910
All Other Fees 0
 consist of fees for assurance and related services that are reasonable related to the performance of the audit or
review of the Company's financial statements. This category includes services associated with the offering, including the related registration
statements, research and consultation related to our implementation of the Sarbanes-Oxley Act, due diligence related to acquisitions and
divestitures and consulting related to financial accounting and reporting standards.
 consist of fees for professional services for tax compliance, tax advice and tax planning. These services include assistance
regarding federal and state tax compliance, return preparation and tax audits.
Our audit committee has considered whether the provision of non-audit services is compatible with maintaining the independence of
KPMG and has concluded that it is.
Our audit committee's pre-approval policy provides that our independent auditor shall not provide services that have the potential to
impair or appear to impair the independence of the audit role. The pre-approval policy requires our independent auditor to provide an annual
engagement letter to our audit committee outlining the scope of the audit services proposed to be performed during the fiscal year. Upon the
audit committee's acceptance of and agreement with such engagement letter, the
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