FairPoint Communications 2002 Annual Report Download - page 203

EXHIBIT 4.12
EXECUTION COPY
FAIRPOINT COMMUNICATIONS, INC.
$225,000,000 117/8% Senior Notes due 2010
REGISTRATION RIGHTS AGREEMENT
New York, New York
March 3, 2003
To: CREDIT SUISSE FIRST BOSTON LLC
SALOMON SMITH BARNEY INC.
BANC OF AMERICA SECURITIES LLC
DEUTSCHE BANK SECURITIES INC.
WACHOVIA SECURITIES, INC.
As Representatives of the Several Initial Purchasers
In care of:
Credit Suisse First Boston LLC
Eleven Madison Avenue,
New York, N.Y. 10010-3629
Ladies and Gentlemen:
FairPoint Communications, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to you (the "Initial Purchasers"), upon the terms and
subject to the conditions set forth in a purchase agreement dated March 3, 2003
(the "Purchase Agreement"), $225,000,000 aggregate principal amount of its
117/8% Senior Notes due 2010 (the "Securities") (the "Initial Placement"). As an
inducement to the Initial Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to your obligations thereunder, the Company agrees
with you, (I) for your benefit and the benefit of the other Initial Purchasers
and (ii) for the benefit of the holders from time to time of the Securities
(including you and the other Initial Purchasers) (each of the foregoing a
"Holder" and together the "Holders"), as follows:
1. DEFINITIONS. Capitalized terms used herein without definition shall have
their respective meanings set forth in the Purchase Agreement. As used in this
Agreement, the following capitalized defined terms shall have the following
meanings:
"ACT" means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.
"AFFILIATE" of any specified person means any other person that, directly
or indirectly, is in control of, is controlled by, or is under common control
with, such specified person. For purposes of this definition, control of a
person means the power, direct or indirect, to direct or cause the direction of
the management and policies of such person whether by contract or otherwise; and
the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"CLOSING DATE" shall have the meaning ascribed to it in the Purchase
Agreement.
"COMMISSION" means the Securities and Exchange Commission.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission promulgated thereunder.
"EXCHANGE OFFER REGISTRATION PERIOD" means the 90-day period following the