FairPoint Communications 2002 Annual Report Download - page 314

System ("401(k)")
22. Ellensburg Telephone Company Thrift Plan
ANNEX V
EXISTING LIENS AS OF THE ORIGINAL EFFECTIVE DATE
A. LIENS ON CAPITAL STOCK AND OTHER EQUITY INTERESTS OF FAIRPOINT
COMMUNICATIONS. INC. AND THE SUBSIDIARIES
1. Under Kansas law, the minority stockholders of Sunflower Telephone
Company, Inc. have the right to participate in any issuance of stock
by Sunflower Telephone Company, Inc. on a PRO RATA basis.
B. ARRANGEMENTS REQUIRING FAIRPOINT COMMUNICATIONS, INC. AND/OR THE
SUBSIDIARIES TO ISSUE OR SELL CAPITAL STOCK OR OTHER EQUITY INTERESTS
1. There are currently outstanding 592,460 nonqualified stock options to
executives and members of management pursuant to the FairPoint
Communications, Inc. 1995 Stock Option Plan (the "1995 Plan"). All
options in the 1995 Plan are fully vested. For the most part, the
options will expire on the tenth anniversary of the Grant Date.
2. There are currently outstanding 4,412,900 nonqualified stock options
to executives and members of management pursuant to the FairPoint
Communications, Inc. Stock Incentive Plan (the "1998 Plan"). For the
most part, options vest in 25% increments on the second, third,
fourth, and fifth anniversaries of an individual grant. In the event
of a change in control, outstanding options will vest immediately.
Pursuant to the terms of the grant, options become exercisable only in
the event of a sale of FairPoint Communications, Inc., an initial
public offering of FairPoint Communications, Inc.'s common stock or
the occurrence of other changes in control. The options will expire in
May 2008.
3. There are currently 18,300 nonqualified stock options to an employee
pursuant to the FairPoint Communications, Inc. 1998 Stock Incentive
Plan. The options are currently 50% vested and are exercisable upon
vesting. The options will expire on the tenth anniversary of the Grant
Date.
4. There are currently outstanding 222.98 ST Enterprises, Ltd. Common
Stock Purchase Warrants, exercisable at a price of $ .01 per share
when the fair market value of ST Enterprises, Ltd. exceeds a certain
target. A list of the holders of such warrants is set forth in Annex
III(C).
ANNEX V
page 2
C. MORTGAGES
1. Supplemental Mortgage and Security Agreement dated as of February 1,
1988 by Taconic Telephone Corp. in favor of the United States of
America (as filed in Columbia, Dutchess and Rensselaer Counties, New
York).
D. LIENS ON TANGIBLE PERSONAL PROPERTY OF THE COMPANY AND ITS SUBSIDIARIES
1. Liens on the capital stock of the Subsidiaries as described in
Annex V(A).
2. Liens on all tangible personal property of Taconic Telephone Corp. in