The Company intended to compromise on the Effective Date. The Indenture, dated as subject to make distributions or transfer assets to the Company and enter into transactions with -. Page 5 out of pages. Page 42 out of pages. The amount remaining after the reorganization, was a - than Cellco Partnership collectively, the "Verizon Group" transferred certain specified assets and liabilities of the local exchange businesses - purchase an aggregate of 1, shares of Common Stock , subject to adjustment upon the occurrence of certain -.
Prior to the filing of the Chapter 11 Cases, the - to make distributions or transfer assets to incur additional indebtedness, issue certain preferred stock , repurchase the Company's capital stock or subordinated debt, make - to Consolidated Financial Statements Continued 1 Organization, Principles of Contents FairPoint Communications , Inc. Search News The results above display fairpoint communications inc. Without limiting the foregoing, unless otherwise expressly provided in this Warrant Agreement, the Warrant Agent shall not be subject to, nor be required to comply with, or determine if any Person has complied with, the Warrants or any other agreement between or among the parties hereto, even though reference thereto may be made in this Warrant Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Warrant Agreement.
Change of Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has terminated the Warrant Agent or it has been notified in writing of a resignation or incapacity by the Warrant Agent, then the registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent.
Pending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. After appointment, the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed, however, the former Warrant Agent shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose.
Failure to give any notice provided for in this Section 22 , however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent. If no successor Warrant Agent accepts the engagement hereunder by such time, the Company shall act as Warrant Agent. Notices to the Company and Warrant Agent.
Any notice or demand authorized or permitted by this Warrant Agreement to be given or made by the Warrant Agent or by the registered holder of any Warrant Certificate to or on the Company shall be sufficiently given or made when and if deposited in the mail, first class or registered, postage prepaid, addressed until another address is filed in writing by the Company with the Warrant Agent , or by facsimile transmission with receipt confirmed, as follows:.
FairPoint Communications, Inc. Pellegrino Tel: Fax: Any notice pursuant to this Warrant Agreement to be given by the Company or by the registered holder s of any Warrant Certificate to the Warrant Agent shall be sufficiently given when and if deposited in the mail, first-class or registered, postage prepaid, addressed until another address is filed in writing by the Warrant Agent with the Company , or by facsimile transmission with receipt confirmed, to the Warrant Agent at the Warrant Agent Office as follows:.
Supplements and Amendments. The Company and the Warrant Agent may from time to time supplement or amend this Warrant Agreement without the approval of any holders of Warrants in order to cure any ambiguity, manifest error or other mistake in this Warrant Agreement or the Warrants, or to correct or supplement any provision contained herein that may be defective or inconsistent with any other provision herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and the Warrant Agent may deem necessary or desirable and that shall not affect the rights or interests of the holders of Warrants.
Any amendment or supplement to this Warrant Agreement that has an effect on the rights or interests of holders of the Warrants shall require the written consent of the Required Holders. The consent of each holder of a Warrant affected shall be required for any amendment of this Warrant Agreement pursuant to which the Exercise Price would be increased or the number of shares of Common Stock purchasable upon exercise of the Warrants would be decreased; provided , however , that such consent shall not be required for any adjustment to the Exercise Price or the number of shares purchasable, if made pursuant to the provisions of Section 13 or Section 14 hereof.
The Warrant Agent shall have no duty to determine whether any such amendment would have an effect on the rights or interests of the holders of the Warrants. The Warrant Agent may, but shall not be obligated to, execute any amendment or supplement which affects the rights or changes or increases the duties or obligations of the Warrant Agent.
Upon the consummation of such transaction, the acquirer shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Warrant Agreement with the same effect as if such acquirer had been named as the Company herein.
This Warrant Agreement shall terminate at p. Notwithstanding the foregoing, this Warrant Agreement will terminate on such earlier date on which all outstanding Warrants have been exercised. The provisions of Section 9 , Section 20 and Section 22 shall survive such termination and the resignation or removal of the Warrant Agent.
Termination of the Warrant Agreement shall not relieve the Company or the Warrant Agent of any of their respective obligations arising prior to the date of such termination, and which have not been completed prior to the date of such termination, or in connection with the settlement of any Warrant exercised prior to the Expiration Date. Governing Law; Jurisdiction. The parties hereto irrevocably consent to the jurisdiction of the courts of the State of New York and any federal court located in such state in connection with any action, suit or proceeding arising out of or relating to this Warrant Agreement.
Benefits of this Warrant Agreement. This Warrant Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent, and the registered holders of the Warrants, and nothing in this Warrant Agreement shall be construed to give to any person other than the Company, the Warrant Agent, and the registered holders of the Warrants any legal or equitable right, remedy or claim under this Warrant Agreement.
Each holder, by acceptance of a Warrant Certificate, agrees to all of the terms and provisions of this Warrant Agreement applicable thereto. This Warrant Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
Further Assurances. From time to time on and after the date hereof, the Company shall deliver or cause to be delivered to the Warrant Agent such further documents and instruments and shall do and cause to be done such further acts as the Warrant Agent shall reasonably request it being understood that the Warrant Agent shall have no obligation to make such request to carry out more effectively the provisions and purposes of this Warrant Agreement, to evidence compliance herewith or to assure itself that it is protected hereunder.
Entire Agreement. This Warrant Agreement and the Global Warrant Certificates constitute the entire agreement of the Company, the Warrant Agent and the holders of the Warrants with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Company, the Warrant Agent and the holders of the Warrants with respect to the subject matter hereof.
Wherever possible, each provision of this Warrant Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Warrant Agreement; provided , however , that if such excluded or added provision shall materially affect rights, immunities, duties or obligations of the Warrant Agent, the Warrant Agent shall be entitled to resign upon not less than 10 days written notice to the Company.
Force Majeure. In no event shall the Warrant Agent or the Company be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer software or hardware services.
These Warrants are maintained for you under the Direct Registration System, which means they are held for you in an electronic, book-entry account maintained by The Bank of New York Mellon. Please retain this statement for your permanent record. To access your account, use your Investor ID Number that is located in the box above on the top right hand corner of this statement.
By Internet : Visit www. Logon to www. If you are exempt from backup withholding, remember to indicate that when completing the certification. This statement is your record that the FairPoint Communications, Inc. Warrants have been credited to your account on the books of FairPoint Communications, Inc. Please verify all information on the reverse side of this statement. This statement is neither a negotiable instrument nor a security, and delivery of this statement does not itself confer any rights on the recipient.
Nevertheless, it should be kept with your important documents as a record of your ownership of these securities. Transfer of your Book-Entry Warrants to your broker can be accomplished in one of two ways:. By conducting a sale through this program, you agree that this constitutes immediate enrollment in the program. All capitalized terms used but not defined herein are defined in the Warrant Agreement shall have the meanings assigned to them therein. Book-Entry Warrants may be exercised to purchase shares of Common Stock from the Company from the date of the Warrant Agreement through p.
The Exercise Price and the number of shares of Common Stock purchasable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement. In lieu of paying the Exercise Price as set forth in the preceding paragraph, subject to the provisions of the Warrant Agreement, each Book-Entry Warrant shall entitle the holder thereof, at the election of such holder, to exercise the Book-Entry Warrant by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon exercise of the Book-Entry Warrant which when multiplied by the Market Price of the Common Stock is equal to the aggregate Exercise Price, and such withheld shares of Common Stock shall no longer be issuable under the Book-Entry Warrant.
The Company shall not be required to issue fractional shares of Common Stock. Please mail me a check for the proceeds of the sale less applicable fees. The fees to be charged are included in the enclosed Warrant Sale Program sheet.
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Statement, to purchase newly issued shares of Common Stock of FairPoint Communications, Inc. The undersigned represents, warrants and promises that it has the full power and authority to exercise and deliver the Warrants exercised hereby.
The undersigned requests that a certificate representing the shares of Common Stock be delivered as follows:. If such number of shares of Common Stock is less than the aggregate number of shares of Common Stock purchasable hereunder, the undersigned requests that a new Book-Entry Warrant representing the balance of such Warrants shall be registered, with the appropriate Warrant Statement delivered as follows:.
Note: The above signature must correspond with the name as written upon the Warrant Statement in every particular, without alteration or enlargement or any change whatsoever. If the certificate representing the shares of Common Stock or any Warrant Statement representing Warrants not exercised is to be registered in a name other than that in which this Warrant Statement is registered, the signature of the holder hereof must be guaranteed.
For more definitions, please visit our Glossary on-line through Investor ServiceDirect. Name of Assignee. Address of Assignee. Warrants to purchase shares of Common Stock held by the undersigned, together with all right, title and interest therein, and does irrevocably constitute and appoint Warrant Agent attorney, to transfer such Warrants on the books of the Warrant Agent, with full power of substitution. No registration or transfer of the securities issuable pursuant to the exercise of the Warrant will be recorded on the books of the Company until such provisions have been complied with.
To the extent that any provision hereof conflicts with any provision of the Warrant Agreement, the provision in the Warrant Agreement shall control. In lieu of paying the Exercise Price as set forth in the preceding paragraph, subject to the provisions of the Warrant Agreement as defined on the reverse hereof , each Warrant shall entitle the holder thereof, at the election of such holder, to exercise the Warrant by authorizing the Company to withhold from issuance a number of Shares issuable upon exercise of the Warrant which when multiplied by the Market Price of the Common Stock is equal to the aggregate Exercise Price for the number of Shares for which the Warrant is being exercised assuming the Exercise Price for all such Shares was being paid in cash , and such withheld Shares shall no longer be issuable under the Warrant.
The Exercise Price and the number of Shares purchasable upon exercise of this Warrant are subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement. After the Expiration Date, the Warrants will become wholly void and of no value. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. A copy of the Warrant Agreement may be inspected at the Warrant Agent office and is available upon written request addressed to the Company.
All capitalized terms used on the face of this Warrant Certificate herein but not defined that are defined in the Warrant Agreement shall have the meanings assigned to them therein. Warrants may be exercised to purchase Warrant Shares from the Company from the date of the Warrant Agreement through p. Subject to the terms and conditions set forth herein and in the Warrant Agreement, the holder of the Warrant evidenced by this Warrant Certificate may exercise such Warrant by:.
In lieu of paying the Exercise Price as set forth in the preceding paragraph, subject to the provisions of the Warrant Agreement, each Warrant shall entitle the holder thereof, at the election of such holder, to exercise the Warrant by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon exercise of the Warrant which when multiplied by the Market Price of the Common Stock is equal to the aggregate Exercise Price for the number of Shares for which the Warrant is being exercised assuming the Exercise Price for all such Shares was being paid in cash , and such withheld shares shall no longer be issuable under the Warrant.
No adjustment shall be made for any cash dividends on any shares of Common Stock issuable upon exercise of this Warrant. After the Expiration Date, unexercised Warrants shall become wholly void and of no value. The Company shall not be required to issue fractional shares of Common Stock or any certificates that evidence fractional Shares. Warrant Certificates, when surrendered by book-entry delivery through the facilities of the Depository, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing a Warrant to purchase in the aggregate a like number of shares of Common Stock.
No Warrants may be sold, exchanged or otherwise transferred in violation of the Securities Act or state securities laws. The Company and Warrant Agent may deem and treat the registered holder hereof as the absolute owner of this Warrant Certificate notwithstanding any notation of ownership or other writing hereon made by anyone for the purpose of any exercise hereof and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
The following increases or decreases in this Global Warrant have been made:. The undersigned hereby irrevocably elects to exercise the right, represented by Warrants to purchase shares of Common Stock of FairPoint, Communications, Inc.
The undersigned requests that the shares of Common Stock purchased hereby be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below, provided that if the shares of Common Stock are evidenced by global securities, the shares of Common Stock shall be registered in the name of the Depository or its nominee.
Signatures must be guaranteed by a participant in a Medallion. Warrants to purchase shares of Common Stock held by the undersigned, together with all right, title and interest therein, and does irrevocably constitute and appoint attorney, to transfer such Warrants on the books of the Warrant Agent, with full power of substitution. In connection with the Credit Agreement, Holdings, the Borrower and certain of their respective Subsidiaries have entered into the Collateral Agreement referred to therein and certain Subsidiaries of Holdings have entered into the Guaranty Agreement referred to therein.
Pursuant to Section 5. Guaranty Agreement Supplement. Collateral Agreement Supplement. The Borrower and each New Subsidiary shall deliver to the Administrative Agent such certificates and other documents including, without limitation, UCC-1 financing statements, unit certificates and unit powers, as applicable and take such action as the Administrative Agent shall reasonably request in order to effectuate the terms hereof and the Collateral Agreement.
Each New Subsidiary hereby acknowledges receipt of a copy of the Collateral Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party and agrees for the benefit of the Administrative Agent and the Lenders to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. Attached hereto as Annex A is all information required to be provided on Schedules 1.
This Agreement shall become effective upon receipt by the Administrative Agent of an originally executed counterpart hereof by the Administrative Agent, the Borrower and each New Subsidiary. General Provisions. Except as expressly provided herein, the Credit Agreement and each other Loan Document shall continue to be, and shall remain, in full force and effect. This Agreement shall not be deemed i to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document or ii to prejudice any right or rights which the Administrative Agent or any Lender may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended or modified from time to time.
The Borrower and each other Loan Party, jointly and severally, shall pay or reimburse the Administrative Agent for all of its out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Agreement including, without limitation, the reasonable fees and disbursements of counsel.
This Agreement may be executed in any number of counterparts and by different parties hereto in different counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which when taken together shall constitute one and the same agreement. All other capitalized terms used and not defined herein shall have the meanings given thereto in the Credit Agreement or the applicable Loan Document referred to therein.
A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.
At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof. Joinder Agreement FairPoint. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture. WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by resolutions of the boards of directors or equivalent managing bodies of the Company and the New Guarantors; and.
WHEREAS, all conditions precedent and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled, and the execution and delivery hereof has been in all respects duly authorized.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company, the New Guarantors and the Trustee mutually covenant and agree for the benefit of each other and for the equal and ratable benefit of the Holders as follows:.
Box St. Paul, MN Please submit a written request, with your full name and address the way it appears on your account to the address es below. You can purchase your shares through a direct stock purchase plan and dividend reinvestment plan.
Investor Relations. Shareholder Information. Stock Tools. Outside the U. Explore the best Internet, TV, and phone packages and deals we offer. More digital solutions available. Login Phone numbers Call For hearing-impaired assistance, call Mailing address.
The company previously served primarily rural areas and smaller communities, but now also serves several large metropolitan markets.
See Also : Utilities , Communications Show details. You will be required to enter the password only after Computershare authenticates your account. Please enter your Computershare ID and. The signature s below on this Transfer Request form must correspond exactly with the name s as shown upon the face of the stock certificate or a Computershare -issued statement for book-entry shares, without alteration.
Let's get started Please enter the company code or part of the company name and select 'next'. If you have such certificates, contact Computershare , which manages Verizon's stock purchase program. You can send them in and keep the …. FairPoint is the seventh- largest local telephone firm in the United States, following its acquisition of Verizon's northern New England assets.
It operates in 18 states serving 1. If you are an institutional or individual investor, or an individual shareowner with investor-related questions, please contact the appropriate staff listed below. See Also : Contact Support Show details.
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