8-K

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0060
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FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported ) June 28, 2007

FairPoint Communications, Inc.
(Exact name of registrant as specified in its charter)

Delaware	333-56365		13-3725229
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
521 East Morehead Street, Suite 250, Charlotte, North Carolina (Address of principal executive offices)		28202 (Zip Code)

Registrant’s telephone number, including area code    (704) 344-8150

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 — Entry into a Material Definitive Agreement

On June 28, 2007, FairPoint Communications, Inc. (the “Company”) entered into Amendment No. 2 to Agreement and Plan of Merger (the “Second Amendment”) with Verizon Communications Inc. (“Verizon”) and Northern New England Spinco Inc., a subsidiary of Verizon (“Spinco”), which amends the Agreement and Plan of Merger, dated as of January 15, 2007, by and among the Company, Verizon and Spinco, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of April 20, 2007 (as amended, the “Merger Agreement”), by and among the Company, Verizon and Spinco, pursuant to which Spinco will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation.  A copy of the Amendment is filed as Exhibit 2.1 hereto.  The purpose of the Second Amendment is to make certain technical amendments to the Merger Agreement.

Item 8.01 — Other Events.

On June 28, 2007, the Company issued press releases nationally and in certain Northern New England cities and towns regarding the job creation which the Company believes will result from the Merger, and the Company’s initial plan for expanding broadband in the State of Vermont.  Such press releases are attached hereto as Exhibits 99.1 through 99.6.

The Company has filed a registration statement, including a proxy statement, and other materials with the Securities and Exchange Commission (“SEC”) in connection with the Merger.  The Company urges investors to read these documents when they become available because they will contain important information.  Investors will be able to obtain free copies of the registration statement and proxy statement, as well as other filed documents containing information about the Company and the Merger, at www.sec.gov, the SEC’s website, or www.fairpoint.com/investor, when they are available.  Investors may also obtain free copies of these documents and the Company’s SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations.

The Company and the Company’s directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from Company stockholders with respect to the Merger and related transactions.  Information about the Company’s directors and executive officers is available in FairPoint’s Annual Report on Form 10-K for the year ended December 31, 2006.  Additional information regarding the interests of potential participants will be included in the registration statement and proxy statement and other materials to be filed by the Company with the SEC.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01               Financial Statements and Exhibits.

(c) Exhibits

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Exhibit Number	Description
2.1	Amendment No. 2 to Agreement and Plan of Merger, dated as of June 28, 2007, by and among FairPoint Communications, Inc., Verizon Communications Inc. and Northern New England Spinco Inc.
99.1	Press Release, dated June 28, 2007
99.2	Press Release, dated June 28, 2007
99.3	Press Release, dated June 28, 2007
99.4	Press Release, dated June 28, 2007
99.5	Press Release, dated June 28, 2007
99.6	Press Release, dated June 28, 2007

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FAIRPOINT COMMUNICATIONS, INC.
By:	/s/ John P. Crowley
	Name:	John P. Crowley
	Title:	Executive Vice President and
		Chief Financial Officer

Date:  June 28, 2007

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EX-2.1

Exhibit 2.1

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

AMENDMENT NO. 2, dated as of June 28, 2007 (this “Amendment”) is by and among VERIZON COMMUNICATIONS INC., a Delaware corporation (“Verizon”), NORTHERN NEW ENGLAND SPINCO INC., a Delaware corporation (“Spinco”), and FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation (the “Company”) to the Agreement and Plan of Merger, dated as of January 15, 2007, as amended (the “Merger Agreement”) by and among Verizon, Spinco and the Company.  Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement, and all references to Articles and Sections herein are references to Articles and Sections of the Merger Agreement.

In consideration of the premises and the mutual promises herein made, and in consideration of the agreements herein contained, the parties, intending to be legally bound hereby, agree as follows:

1.             Amendment to Certain Definitions.  Each of the following definitions shall be removed and replaced with the phrase “[intentionally omitted].”

1.103 “ME Lease,” 1.104 “ME Premises,” 1.111 “NH Lease,” and

1.112 “NH Premises.”

2.             Amendment to Section 1.149.  Section 1.149 shall be amended to read in its entirety as follows:

“1.149     “Special Payment” has the meaning set forth in the Distribution Agreement.”

Furthermore, each use of the term Special Dividend in the Merger Agreement shall be amended to conform to this change of the defined term from Special Dividend to Special Payment.

3.             Amendment to Section 1.192.  Section 1.192 shall be amended to read in its entirety as follows:

“1.192     “Transaction Agreements” means this Agreement, the Distribution Agreement, the Employee Matters Agreement, the Intellectual Property Agreement, the Transition Services Agreement, the Idearc Agreements, the Tax Sharing Agreement and the leases and shared site agreement referred to in Section 7.16.”

4.             Amendment to Section 7.16.  Section 7.16 is hereby amended to read in its entirety as follows:

“7.16       Real Estate Matters.  Promptly after the execution of this Agreement the parties will negotiate in good faith a mutually acceptable arrangement allowing Verizon and its Affiliates to occupy and use following the Closing the property located at 875 Holt Avenue, Manchester, New Hampshire in substantially the same manner insofar as practicable as such property is occupied and used by them (other than in connection with the Spinco Business) during the 12 month period prior to the Closing Date.  Immediately prior to the Closing, the parties shall execute those lease agreements attached to a letter agreement among the parties dated April 25, 2007 and the mutually agreed shared site agreement referred to in the prior sentence.”

5.             Amendment to Distribution Agreement.  The Company hereby consents to the amendment to the Distribution Agreement, dated as January 15, 2007, and amended as of March 30, 2007, between Verizon and Spinco, such amendment in the form attached hereto.

6.             Confirmation of Merger Agreement.  Other than as expressly modified pursuant to this Amendment, all provisions of the Merger Agreement remain unmodified and in full force and effect.  The provisions of Article XI of the Merger Agreement shall apply to this Amendment mutatis mutandis.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the first date above written.

VERIZON COMMUNICATIONS INC.
By:	/s/ John W.Diercksen
Name: John W. Diercksen
Title: Executive Vice President, Strategy, Planning and Development
NORTHERN NEW ENGLAND SPINCO INC.
By:	/s/ Stephen E. Smith
Name: Stephen E. Smith
Title: Vice President
FAIRPOINT COMMUNICATIONS, INC.
By:	/s/ Eugene B. Johnson
Name: Eugene B. Johnson
Title: Chief Executive Officer

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ATTACHMENT

AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT

AMENDMENT NO. 2, dated as of June 28, 2007 (this “Amendment”) is by and between VERIZON COMMUNICATIONS INC., a Delaware corporation (“Verizon”) and NORTHERN NEW ENGLAND SPINCO INC., a Delaware corporation (“Spinco”) to the Distribution Agreement, dated as of January 15, 2007, as amended (the “Distribution Agreement”) by and between Verizon and Spinco.  Capitalized terms used but not defined herein shall have the meanings given to such terms in the Distribution Agreement, and all references to Articles and Sections herein are references to Articles and Sections of the Distribution Agreement.

In consideration of the premises and the mutual promises herein made, and in consideration of the agreements herein contained, the parties, intending to be legally bound hereby, agree as follows:

1.             Amendments to Section 1.1.

(a)           The definition of “Blended Customer Contracts” set forth in Section 1.1 of the Distribution Agreement is hereby amended to read in its entirety as follows:

““Blended Customer Contracts” means Contracts with customers or other Contracts identified below, in each case to which one of the Contributing Companies or another subsidiary of Verizon is a party, and in each case which provide for customers to receive one or more products and/or services that are offered by the Spinco Business as well as one or more products and/or services that are offered by the Verizon Business, including billing and collection Contracts, operator service Contracts and directory assistance Contracts.”

For the avoidance of doubt, the reference to Section 1.1(a) of the Disclosure Letter has been omitted in this revised definition because the Contracts listed thereon, which were originally intended to be retained by Verizon, are now intended to be treated as all other Blended Customer Contracts.  Therefore, the Disclosure Letter provided by Verizon shall hereafter be deemed not to have included Section 1.1(a) thereof.

(b)           Amendment to Section 1.1.  The definition of “Special Dividend” is changed to “Special Payment” and is hereby amended to read in its entirety as follows:

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““Special Payment” means a payment that shall be made by Spinco to Verizon in an amount to be set forth in a certificate delivered by Verizon to Spinco, with a copy to the Company, no later than 30 days prior to the Distribution Date, which amount shall not exceed Verizon’s estimate of its tax basis in Spinco.”

Furthermore, each use of the term Special Dividend in the Distribution Agreement is hereby amended to conform to this change in the defined term from Special Dividend to Special Payment.

2.             Amendment to Section 2.4.  Section 2.4 shall be amended to read in its entirety as follows:

“Section 2.4         Special Payment; New Financing; Debt Exchange.

(a)           [Intentionally omitted]

(b)           At or prior to the Distribution Date, Spinco will in exchange for Verizon causing the transfer to Spinco of the ILEC Spinco Subsidiary and causing the Non-ILEC Assets to be transferred to the Non-ILEC Spinco Subsidiary (i) enter into the agreements associated with the New Financing and use a portion of the proceeds thereof to pay the Special Payment, (ii) distribute Spinco Securities to Verizon and (iii) pay to Verizon the amount of the Special Payment.  The principal amount of the Spinco Securities will be an amount equal to (x) $1.7 billion less (y) the amount of the Special Payment, with the precise aggregate principal amount of the Spinco Securities to be set forth on a certificate to be delivered by Verizon to Spinco, with a copy to the Company, no later than 30 days prior to the Distribution Date.

(c)           The rights and obligations of the parties in respect of pursuing and obtaining the New Financing are set forth in the Merger Agreement and no additional rights or obligations shall be deemed to arise under this Agreement in connection therewith.

(d)           The parties acknowledge that Verizon intends to enter into arrangements prior to or following the Distribution Date providing for the exchange of outstanding Spinco Securities for debt obligations of Verizon or its Affiliates or the transfer of Spinco Securities to other Verizon creditors or stockholders (the “Debt Exchange”), provided that the parties further acknowledge that (i) if Verizon desires to consummate the Debt Exchange concurrently with the Distribution, Verizon shall not be obligated to consummate the Distribution unless Verizon shall have entered into such arrangements and the Debt Exchange shall be consummated concurrently with the Distribution and (ii) if Verizon elects not to pursue the Debt Exchange at

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the time of the Distribution or thereafter, Verizon may dispose of the Spinco Securities in another manner, but will in any event dispose of all of its interest in the Spinco Securities within 360 days following the Distribution Date.

(e)           At Verizon’s election, to be exercised by Verizon no later than 15 days prior to the Distribution Date (the “Election”), notwithstanding any other provision of the Transaction Agreements, the following alternative transaction structure may be adopted in lieu of the transaction steps currently described in the Transaction Documents:

(i) the entity referred to as Spinco shall be formed by Verizon New England, instead of by Verizon;

(ii) the Special Payment shall be an amount paid by Spinco to Verizon New England, instead of being paid by Spinco to Verizon;

(iii) Spinco Securities shall be notes issued by Spinco to Verizon New England, instead of being issued by Spinco to Verizon,

(iv) the Debt Exchange shall be undertaken by Verizon New England with its creditors or stockholders, instead of being undertaken by Verizon with Verizon’s creditors or stockholders,

(v) Verizon and Verizon New England shall transfer or cause to be transferred to Spinco (or to Subsidiaries thereof) all of the Spinco Assets and Liabilities in such a manner that, immediately prior to the Merger, no assets or liabilities (other than stock or other equity interests in Subsidiaries) shall be held directly by Spinco; and

(vi) Spinco shall be distributed in the Internal Spinoffs and in the Distribution and shall participate in the Merger.

If Verizon makes the Election, all applicable provisions of this Agreement and the other Transaction Agreements shall be amended by the parties thereto as appropriate to reflect the Election.  For example, the definition of the Special Payment shall be revised to refer to Verizon New England’s estimate of its tax basis in Spinco, instead of Verizon’s estimate of its tax basis in Spinco.

(f)            The parties recognize that Spinco and the Company desire that as of the time of the distribution the amount of Current Assets exceeds the amount of Current Liabilities and therefore Verizon agrees to use commercially reasonable efforts to conduct the Spinco Business in a manner that would cause Current Assets to exceed Current Liabilities as of the time of the Distribution.

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(g)           Verizon shall pay all Spinco Debt Expenses (i) on the Closing Date or (ii) on such subsequent date when the fees and expenses payable to lenders or the lenders’ advisors pursuant to the terms of the New Financing (or Alternative Financing) in connection with the consummation of the New Financing (or Alternative Financing), other than the Spinco Debt Expenses, are paid by the Surviving Corporation.”

3.             Confirmation of Distribution Agreement.  Other than as expressly modified pursuant to this Amendment, all provisions of the Distribution Agreement remain unmodified and in full force and effect.  The provisions of Article X of the Distribution Agreement shall apply to this Amendment mutatis mutandis.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the first date above written.

VERIZON COMMUNICATIONS INC.

By:

Name:

Title:

NORTHERN NEW ENGLAND SPINCO INC.

By:

Name:

Title:

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EX-99.1

Exhibit 99.1

CONTACTS:
Investor Contact:	Brett Ellis
	(866) 377-3747
	bellis@fairpoint.com
Media Contact:	Rob Thompson
	(704) 227-3633
	rjthompson@fairpoint.com

FAIRPOINT ANNOUNCES PLAN FOR 675 JOBS,
NEW ENGLAND BROADBAND EXPANSION STRATEGY

Merger-Related Job Creation Exceeds Initial Announcement of 600 Positions

CHARLOTTE, N.C. (June 28, 2007) — FairPoint Communications, Inc. (NYSE: FRP) (“FairPoint” or the “Company”), a leading provider of communications services to rural and small urban communities across the country, today announced several significant developments related to the Company’s previously announced transaction to merge with Verizon Communications’ wireline operations in Maine, Vermont and New Hampshire. FairPoint continues to expect that the transaction will close in January 2008. When the pending transaction was first announced, FairPoint said it intended to create approximately 600 new positions in New England.  FairPoint also announced today more details on its New England broadband strategy and specific plans for Vermont.

Job Creation

Throughout the Maine, New Hampshire and Vermont region, FairPoint intends to create jobs that will have a significant economic impact in the cities and states where they are being created. The details of the job creation on a state-by-state basis are as follows:

·Vermont:

FairPoint intends to create approximately 145 new positions in Vermont, with most being located in Burlington.  These jobs will be in the fields of business and wholesale sales, circuit provisioning, collections, order and billing management for wholesale services,

regulatory, marketing, and IT desktop support. While hiring key management positions has already commenced, the bulk of the hiring will occur during the fourth quarter of this year and the first quarter of 2008.

·Maine:

FairPoint intends to create approximately 280 new positions in Maine. Of these, 125 would be based in Portland, with another 125 jobs based in Bangor. The remaining jobs would be created in other communities. The 125 new positions in Portland will involve opportunities in business and wholesale sales, accounting, human resources, legal, risk management, billing analysis and bill production, supply chain and staff support. The jobs in Bangor will involve opportunities in outbound telemarketing, accounts payable, payroll, billing support and marketing. As in the other two states, the bulk of the hiring will occur over the last quarter of 2007 and the first quarter of 2008.

·New Hampshire:

FairPoint intends to create approximately 250 new positions in New Hampshire, with approximately 190 jobs in Manchester, 50 jobs in Littleton and the remaining jobs being located throughout the state as appropriate. The 190 new jobs in Manchester will involve opportunities in business and wholesale sales, accounting, marketing, engineering, risk management, and staff support. The 50 new jobs in Littleton will be in the areas of outbound telemarketing, credit and collections activities and marketing. A few positions have already been filled, but the bulk of the hiring will occur over the last quarter of 2007 and the first quarter of 2008.

The projected number of planned hires and the timing of the new employee hires are contingent on receipt of the required regulatory approvals and completion of the merger,

The Company’s estimated cost structure to operate the combined entity remains unchanged, as these new positions were anticipated in the Company’s initial financial projections. Announcement of these positions at this time comes as a result of the FairPoint’s completion of its job identification and location plans.

FairPoint’s Executive Vice President, Walter E. Leach, Jr. stated, “The significant number of jobs that we are creating across New England as a result of the pending Verizon wireline transaction in Maine, Vermont and New Hampshire will have a substantial impact on our ability to better serve this customer base.  It will also help to improve the overall economic vitality of the markets where these jobs will be created. As we have done in every market where we have acquired systems, 31 in total since 1993, we will strive to take an active role in the communities where both our customers and employees reside.”

Broadband Strategy

Continuing to utilize industry leading technologies to serve subscribers in rural and small urban areas, FairPoint also announced today that it intends to invest an initial $13.8 million in the expansion of broadband services in Vermont and a total of approximately $44 million in all three states combined. This investment is over and above the estimated $200 million in strategic investments for back office infrastructure outlined by FairPoint at the time of the transaction announcement in January. The Company today announced that the broadband strategy being

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introduced in Vermont will be similar to the network being developed for Maine and New Hampshire.

Commenting on the Vermont broadband strategy, Leach stated, “Our customers enjoy, on average, 92 percent broadband accessibility in the markets we currently serve and we intend to keep improving that availability level.  We intend to continue expanding broadband in Verizon’s current markets, where only approximately 62% of the customers have access to a Verizon broadband product today, so that those markets reach that same high level of service. This strategy will allow FairPoint’s customers to experience the benefits of broadband service while FairPoint becomes a major contributor to the economic development for Vermont. Furthermore, FairPoint will be better positioned to serve its business customers, equipping them with the technology needed to compete in today’s global marketplace. At the same time we will be enabling more of Vermont’s schoolchildren to participate in a more interactive and technologically advanced learning environment.”

FairPoint is proposing to execute a multiple year network enhancement plan with a major kick-off investment during the first 18-24 months following the merger.  FairPoint’s goal is to extend broadband services to an additional 41,000 access lines in the state of Vermont alone. Details for the plans in Maine and New Hampshire will be released by the Company in a few weeks.

The network design that FairPoint Communications is developing for northern New England consists of a three-tiered approach to building an advanced next generation network capable of supporting existing subscriber needs and also providing a platform for the future. This plan will utilize FairPoint’s core network, capable of providing access to the Internet and advanced services such as IPTV and very high speed data, to markets such as Burlington, Montpelier, Brattleboro, St. Johnsbury and Rutland, Vermont. The equipment proposed for the Core part of the network is capable of 10 gigabit transmission rates using Internet Protocol/Multiple Protocol Label Switching (IP/MPLS).

The next tier of the network, serving markets such as Concord, Troy and West Burke, will utilize Multi Service Access Nodes (MSAN), providing transmission rates from one to ten gigabits, providing transport to the core and access networks.  Each of the central offices in this tier connect to their neighborhoods via Digital Loop Carriers (DLCs).  This equipment will also support advanced services such as IPTV.

The third tier of the network is the last mile link, which is primarily copper today.  FairPoint is proposing to begin extending broadband service to areas presently not served by deploying either ADSL2+ or VDSL2 broadband technology over the existing copper cable. These technologies are capable of delivering up to 25Mbps and 100Mbps of bandwidth, respectively, depending on loop length. This same MSAN equipment is also capable of providing Fiber to the Home (FTTH) from the same chassis already connected to the Core Network.

FairPoint does not intend to replace the existing Verizon DSL equipment on a network-wide level in this plan.  Instead, FairPoint will first concentrate on expanding the Broadband Network into communities that do not have access to broadband services today.

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About FairPoint

FairPoint is a leading provider of communications services to rural and small urban communities across the country. Incorporated in 1991, FairPoint’s mission is to acquire and operate telecommunications companies that set the standard of excellence for the delivery of service to rural and small urban communities.  Today, FairPoint owns and operates 31 local exchange companies located in 18 states, offering an array of services, including local and long distance voice, data, Internet and broadband offerings.

Forward Looking Statements

This press release may contain forward-looking statements that are not based on historical fact, including without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions.  Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in FairPoint’s filings with the Securities and Exchange Commission, including, without limitation, the risks described in FairPoint’s most recent Annual Report on Form 10-K on file with the Securities and Exchange Commission.  These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements.  All information is current as of the date this press release is issued, and FairPoint undertakes no duty to update this information.

FairPoint has filed a registration statement, including a proxy statement, and other materials with the Securities and Exchange Commission (“SEC”) in connection with the proposed merger.  We urge investors to read these documents because they contain important information.  Investors can obtain copies of the registration statement and proxy statement, as well as other filed documents containing information about FairPoint and the merger, at www.sec.gov, the SEC’s website, or at www.fairpoint.com/investor,.  Investors may also obtain free copies of these documents and the Company’s SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations.

FairPoint, Verizon, and FairPoint’s directors, executive officers, and other employees may be deemed to be participants in the solicitation of proxies from FairPoint stockholders with respect to the proposed transaction.  Information about FairPoint’s directors and executive officers is available in FairPoint’s proxy statement for its 2006 annual meeting of shareholders, dated April 24, 2006.  Additional information about the interests of potential participants has been included in the registration statement and proxy statement and other materials which have been filed by FairPoint with the SEC.

# # #

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EX-99.2

Exhibit 99.2

MEDIA CONTACTS:	Pam Joy
	(207) 642-7337
	pjoy@fairpoint.com
	Connie Gemmer
	(207) 774-2458, x 102
	connie@bartongingold.com

FAIRPOINT CREATING 125 JOBS IN BANGOR

Part of Plan to Create a Total of 280 Jobs in Maine Upon Merger

BANGOR, ME (June 28, 2007) — FairPoint Communications, Inc. today announced its intention to create approximately 125 jobs in Bangor, part of a plan to create a total of 280 new jobs throughout Maine upon the completion of its merger with Verizon’s landline business in Maine.

“We’re very pleased that we will be able to create these jobs and provide a significant catalyst for the economies of Maine and of Bangor in particular to grow,” said Peter G. Nixon, FairPoint’s chief operating officer who made the announcement at a news conference in Bangor.

Contingent on the Maine Public Utilities Commission’s approval, receipt of other regulatory approvals and completion of the merger, the 125 new jobs in Bangor will involve opportunities in outbound telemarketing, accounts payable, payroll, billing support and field marketing. FairPoint has already begun hiring for some of the positions in Maine and will continue the process through January 2008 when the merger is expected to be completed.

“Job growth in Maine has been well below the U.S. average, with Maine adding jobs over the past year at a rate of less than one-half of one percent,” said Brian J. Gottlob, an economist and principal of Polecon Research in Dover, NH. He estimated that the direct and indirect job creation connected with FairPoint’s plans could increase the state’s employment growth to levels above what has been forecasted by economists.

FairPoint currently provides service to areas of Maine, including the communities of: Lee, Smyrna Mills, Eagle Lake, Fort Kent, Island Falls, China, Standish, Sherman, Casco, Naples, Fryeburg, Poland, Raymond, Mattawamkeag and more. The regional headquarters for FairPoint’s existing operations in Northern New England is located in South Portland and will remain in the Portland area, Nixon said.

“Late last year, FairPoint hired 35 new employees in South China, Maine, at its East Coast Call Center. Today we are announcing an additional 125 new jobs planned in Bangor alone and 280 overall in Maine.  This kind of momentum and ongoing job creation for Maine is very exciting.  We are a major employer, committed to being a partner in economic development in the State,” Nixon added.

In addition to the 125 jobs FairPoint is planning to create in Bangor, it also plans to create 125 jobs in Portland and another 30 in various locations around the state, for an anticipated total of 280 new jobs in Maine. “FairPoint expects certain of these positions to be union represented jobs.” Nixon said.

The new employees will join the existing Verizon employees who continue as employees of FairPoint after the merger is completed.

“The skilled and experienced workforce at Verizon will be a key component to the success of the merger,” Nixon said. “We will count on the existing employees to help serve our customers and expand broadband service.  These employees can be assured of keeping the same excellent compensation levels and benefits they have had with Verizon.”

“Maine is key to FairPoint’s commitment to Northern New England,” said Nixon. “It’s a great state and we’re happy to be here and become an integral part of the Maine economy. We are already the second largest telephone company in Maine and we look forward to working with our existing as well as our future employees as we become Maine’s largest telecommunications provider.”

About FairPoint

FairPoint is a leading provider of communications services to rural and small urban communities across the country. Incorporated in 1991, FairPoint’s mission is to acquire and operate telecommunications companies that set the standard of excellence for the delivery of service to rural and small urban communities. Today, FairPoint owns and operates 31 local exchange companies located in 18 states offering an array of services, including local and long distance voice, data, Internet and broadband offerings. The company is traded on the New York Stock Exchange under the symbol “FRP”.

This press release may contain forward-looking statements by FairPoint that are not based on historical fact, including, without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements related to potential cost savings and synergies expected to be realized in the merger. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in FairPoint’s filings with the Securities and Exchange Commission, including, without limitation, the risks described in FairPoint’s most recent Annual Report on Form 10-K on file with the Securities and Exchange Commission.  These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements.  All information is current as of the date this press release is issued, and FairPoint undertakes no duty to update this information.  Source: FairPoint Communications, Inc., www.fairpoint.com.

FairPoint has filed a registration statement, including a proxy statement, and other materials with the Securities and Exchange Commission (“SEC”) in connection with the proposed merger.  We urge investors to read these documents because they contain important information.  Investors can obtain copies of the registration statement and proxy statement, as well as other filed documents containing information about FairPoint and the merger, at www.sec.gov, the SEC’s website, or at www.fairpoint.com/investor. Investors may also obtain free copies of these documents and the Company’s SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations.

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FairPoint, Verizon, and FairPoint’s directors, executive officers, and other employees may be deemed to be participants in the solicitation of proxies from FairPoint stockholders with respect to the merger and transactions.  Information about FairPoint’s directors and executive officers is available in FairPoint’s proxy statement for its 2006 annual meeting of shareholders, dated April 24, 2006.  Additional information about the interests of potential participants will be included in the registration statement and proxy statement and other materials filed or to be filed by FairPoint with the SEC.

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EX-99.3

Exhibit 99.3

MEDIA CONTACTS:	Pam Joy
	207-642-7337
	pjoy@fairpoint.com
	Connie Gemmer
	(207) 774-2458, x 102
	connie@bartongingold.com

FAIRPOINT CREATING 50 JOBS IN LITTLETON

Impact Will Create Even More Jobs in Grafton and Coos Counties Upon Merger

LITTLETON, NH (June 28, 2007) — FairPoint Communications, Inc., today announced its intention to create approximately 50 jobs in New Hampshire’s North Country upon the completion of its merger with Verizon’s wireline business in New Hampshire.

“The opportunities for Littleton and the rest of the North Country are significant and FairPoint is proud to be a major contributor to economic development here,” said Walter E. Leach, Jr., FairPoint’s executive vice president who made the announcement today during a news conference in Littleton.

District 1 Executive Councilor Raymond Burton added, “This is wonderful news for New Hampshire, specifically the North Country, which truly needs these types of good professional jobs. FairPoint has made a very strong commitment to not only preserve all of the existing Verizon jobs, but to create new jobs as well. This was one of my major concerns with this transaction, and FairPoint has met the test.”

Contingent on the New Hampshire Public Utilities Commission’s approval, receipt of other regulatory approvals and completion of the merger, the 50 new jobs in Littleton are expected to involve opportunities in outbound telemarketing, credit and collections activities and marketing.

According to Brian J. Gottlob, an economist and principal of Polecon Research in Dover, the jobs FairPoint is creating could spur additional job creation by other companies in Grafton and Coos Counties.

By FairPoint adding jobs, there should be “significant overall employment gains in the two county (Grafton and Coos) region,” Gottlob said. He offered examples such as contractors and vendors doing building renovation work for FairPoint, as well as retail businesses where the new employees and contractors would shop.

The 50 new jobs FairPoint is planning for Littleton are part of an overall plan to create a total of 250 jobs in New Hampshire. “FairPoint expects certain of these positions to be union represented jobs.” Leach said. This includes 190 jobs in Manchester and another 10 in various locations around the state. FairPoint has already begun hiring for some of the positions in New Hampshire and will continue the process through January 2008 when the merger is expected to be completed.  The new employees will join the existing Verizon employees who continue as employees of FairPoint after the merger is completed.

The 200 new jobs outside of the North Country will involve opportunities in business and wholesale sales, accounting, marketing, engineering, risk management, staff support and marketing.

“The North Country and New Hampshire in general are very important to FairPoint’s commitment to deliver quality customer service,” Leach said. “FairPoint is excited to be here and committed to becoming even more involved and active in New Hampshire as our presence in the state grows.”

About FairPoint

FairPoint is a leading provider of communications services to rural and small urban communities across the country. Incorporated in 1991, FairPoint’s mission is to acquire and operate telecommunications companies that set the standard of excellence for the delivery of service to rural and small urban communities. Today, FairPoint owns and operates 31 local exchange companies located in 18 states offering an array of services, including local and long distance voice, data, Internet and broadband offerings. The company is traded on the New York Stock Exchange under the symbol “FRP”.

This press release may contain forward-looking statements by FairPoint that are not based on historical fact, including, without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements related to potential cost savings and synergies expected to be realized in the merger. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in FairPoint’s filings with the Securities and Exchange Commission, including, without limitation, the risks described in FairPoint’s most recent Annual Report on Form 10-K on file with the Securities and Exchange Commission.  These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements.  All information is current as of the date this press release is issued, and FairPoint undertakes no duty to update this information.  Source: FairPoint Communications, Inc., www.fairpoint.com.

FairPoint has filed a registration statement, including a proxy statement, and other materials with the Securities and Exchange Commission (“SEC”) in connection with the proposed merger.  We urge investors to read these documents because they contain important information.  Investors can obtain copies of the registration statement and proxy statement, as well as other filed documents containing information about FairPoint and the merger, at www.sec.gov, the SEC’s website, or at www.fairpoint.com/investor.  Investors may also obtain free copies of these documents and the Company’s SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations.

FairPoint, Verizon, and FairPoint’s directors, executive officers, and other employees may be deemed to be participants in the solicitation of proxies from FairPoint stockholders with respect to the merger and transactions.  Information about FairPoint’s directors and executive officers is available in FairPoint’s proxy statement for its 2006 annual meeting of shareholders, dated April 24, 2006.  Additional information about the interests of potential participants will be included in the registration statement and proxy statement and other materials filed or to be filed by FairPoint with the SEC.

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EX-99.4

Exhibit 99.4

MEDIA CONTACTS:	Pam Joy
	207-642-7337
	pjoy@fairpoint.com
	Connie Gemmer
	(207) 774-2458, x 102
	connie@bartongingold.com

FAIRPOINT CREATING 190 JOBS IN MANCHESTER

Part of Plan to Create a Total of 250 Jobs in New Hampshire Upon Merger

MANCHESTER, NH (June 28, 2007) — FairPoint Communications, Inc. today announced its intention to create approximately 190 jobs in Manchester, part of a plan to create a total of 250 new jobs throughout New Hampshire following the completion of its merger with Verizon’s landline business in New Hampshire.

“The impact on the economy of New Hampshire should be significant and long term,” said Walter E. Leach, Jr., FairPoint’s executive vice president. “We are honored to serve as a catalyst for the economy of New Hampshire in general and Manchester in particular, providing jobs for the residents and introducing new spending that could spur the development of even more jobs by other companies. We are also pleased to be part of the continuing development in the revitalization of downtown Manchester.”

“I am excited that FairPoint has chosen Manchester as its operations hub for New England,” Manchester Mayor Frank Guinta said. “Having 190 new, high-paying tech jobs in the city are exactly the type Manchester has tried to attract. FairPoint recognizes that our city has a lot to offer its company in helping it grow, and I look forward to working with them as this process moves along.”

Contingent on the New Hampshire Public Utilities Commission’s approval, receipt of other regulatory approvals and completion of the merger, the 190 new jobs in Manchester will involve opportunities in business and wholesale sales, accounting, marketing, engineering, risk management, and staff support. FairPoint has already begun hiring for some of the positions in New Hampshire and will continue the process through January 2008 when the merger is expected to be completed.

A new FairPoint data center is expected to be located at 770 Elm St., in a building currently owned by Verizon. This and another existing Verizon site at 875 Holt Ave. should provide enough office space for the new FairPoint employees and the existing Verizon employees. Leach noted that the company is also planning to locate a new network operations center (NOC) in Manchester as well, but the final location is still under review.

The cost of the data center building renovations is estimated at $6 million, almost all of which will be contracted locally. In addition, well over $50 million is expected to be invested in equipment, hardware and software used in the data center and NOC. FairPoint has engaged CB Richard Ellis (CBRE) to manage the renovations. CBRE will be supported by Vincent Construction and Reilly Electric, a local subcontractor represented by the International Brotherhood of Electrical Workers (IBEW). Work is currently in process and expected completion of this project is fall 2007. Prior to the completion of the merger, FairPoint will rent appropriate space at 770 Elm St. from Verizon.

The new employees will join the existing Verizon employees who continue as employees of FairPoint after the merger is completed.

“Our goal is to have a cohesive team right from the start,” said Leach.

In addition to the approximately 190 jobs FairPoint is planning to create in Manchester, it also plans to create another 50 in Littleton and another 10 in various locations around the state, for a total of approximately 250 new jobs in New Hampshire. “FairPoint expects certain of these positions to be union represented jobs.” Leach said.

“Manchester and New Hampshire in general are very important to FairPoint’s commitment to deliver quality customer service,” Leach said. “FairPoint is excited to be here and committed to becoming even more involved and active in New Hampshire as our presence in the state grows.”

About FairPoint

FairPoint is a leading provider of communications services to rural and small urban communities across the country. Incorporated in 1991, FairPoint’s mission is to acquire and operate telecommunications companies that set the standard of excellence for the delivery of service to rural and small urban communities. Today, FairPoint owns and operates 31 local exchange companies located in 18 states offering an array of services, including local and long distance voice, data, Internet and broadband offerings. The company is traded on the New York Stock Exchange under the symbol “FRP”.

This press release may contain forward-looking statements by FairPoint that are not based on historical fact, including, without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements related to potential cost savings and synergies expected to be realized in the merger. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in FairPoint’s filings with the Securities and Exchange Commission, including, without limitation, the risks described in FairPoint’s most recent Annual Report on Form 10-K on file with the Securities and Exchange Commission.  These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements.  All information is current as of the date this press release is issued, and FairPoint undertakes no duty to update this information.  Source: FairPoint Communications, Inc., www.fairpoint.com.

FairPoint has filed a registration statement, including a proxy statement, and other materials with the Securities and Exchange Commission (“SEC”) in connection with the proposed merger.  We urge investors to read these documents because they contain important information. Investors can obtain copies of the registration statement and proxy statement, as well as other filed documents containing information about FairPoint and the merger, at www.sec.gov, the SEC’s website, or at www.fairpoint.com/investor. Investors may also obtain free copies of these documents and the Company’s SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to

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FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations.

FairPoint, Verizon, and FairPoint’s directors, executive officers, and other employees may be deemed to be participants in the solicitation of proxies from FairPoint stockholders with respect to the merger and transactions.  Information about FairPoint’s directors and executive officers is available in FairPoint’s proxy statement for its 2006 annual meeting of shareholders, dated April 24, 2006.  Additional information about the interests of potential participants will be included in the registration statement and proxy statement and other materials filed or to be filed by FairPoint with the SEC.

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EX-99.5

Exhibit 99.5

MEDIA CONTACTS:	Pam Joy
	207-642-7337
	pjoy@fairpoint.com
	Connie Gemmer
	(207) 774-2458, x102
	connie@bartongingold.com

FAIRPOINT CREATING 125 JOBS IN PORTLAND

Part of Plan to Create a Total of 280 Jobs in Maine Upon Merger

PORTLAND, ME (June 28, 2007) — FairPoint Communications, Inc. today announced its intention to create approximately 125 jobs in Portland, part of a plan to create 280 new jobs throughout Maine following the completion of its merger with Verizon’s landline business in Maine.

“We’re very pleased that we will be able to create these jobs and provide a significant catalyst for the economies of Maine in general and of Portland in particular to grow,” said Peter G. Nixon, FairPoint’s chief operating officer who made the announcement at a news conference in Portland.

Contingent on the Maine Public Utilities Commission’s approval, receipt of other regulatory approvals and completion of the merger, the 125 new jobs in Portland will involve opportunities in business and wholesale sales, accounting, human resources, legal, risk management, billing analysis and bill production, supply chain and staff support. FairPoint has already begun hiring for some of the positions in Maine and will continue the process through January 2008 when the merger is expected to be completed.

“Job growth in Maine has been well below the U.S. average, with Maine adding jobs over the past year at a rate of less than one-half of one percent,” said Brian J. Gottlob, an economist and principal of Polecon Research in Dover, NH. He estimated that the direct and indirect job creation connected with FairPoint’s plans could increase the state’s employment growth to levels above what has been forecasted by economists.

The new FairPoint employees will primarily be located in current Verizon offices in the Davis Farm office complex in Portland.  These offices would be owned by FairPoint following the merger. The new employees will join the existing Verizon employees who continue as employees of FairPoint after the merger is completed.

FairPoint currently provides service to areas of Maine, including the communities of: Lee, Smyrna Mills, Eagle Lake, Fort Kent, Island Falls, China, Standish, Sherman, Casco, Naples, Fryeburg, Poland, Raymond, Mattawamkeag and more. The regional headquarters for current operations in Northern New England is located in South Portland and will remain in the Portland area, Nixon said.

“Late last year, FairPoint hired 35 new employees in South China, Maine, at its East Coast Call Center. Today we are announcing an additional 125 new jobs being added in Portland and 280 overall in Maine.  This kind of momentum and ongoing job creation for Maine is very exciting.  We are a major employer in Maine, committed to being a partner in economic development in Maine.” Nixon said.

In addition to the 125 jobs FairPoint is planning to create in Portland, it also plans to create another 125 in Bangor and another 30 in various locations around the state, for a total of 280 anticipated new jobs in Maine. “FairPoint expects certain of these positions to be union represented jobs.” Nixon said.

 “The skilled and experienced workforce at Verizon will be a key component to the success of the merger,” Nixon said. “We will count on the existing employees to help us serve customers and expand broadband service.  These employees can expect the same excellent compensation levels and benefits they enjoy with Verizon.”

“Maine is key to FairPoint’s commitment to Northern New England,” said Nixon. “It’s a great state and we’re happy to be here and be an integral part of the Maine economy. We are already the second largest telephone company in Maine and we look forward to working with our existing and future employees as we become Maine’s largest telecommunications provider.”

About FairPoint

FairPoint is a leading provider of communications services to rural and small urban communities across the country. Incorporated in 1991, FairPoint’s mission is to acquire and operate telecommunications companies that set the standard of excellence for the delivery of service to rural and small urban communities. Today, FairPoint owns and operates 31 local exchange companies located in 18 states offering an array of services, including local and long distance voice, data, Internet and broadband offerings. The company is traded on the New York Stock Exchange under the symbol “FRP”.

This press release may contain forward-looking statements by FairPoint that are not based on historical fact, including, without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements related to potential cost savings and synergies expected to be realized in the merger. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in FairPoint’s filings with the Securities and Exchange Commission, including, without limitation, the risks described in FairPoint’s most recent Annual Report on Form 10-K on file with the Securities and Exchange Commission.  These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements.  All information is current as of the date this press release is issued, and FairPoint undertakes no duty to update this information.  Source: FairPoint Communications, Inc., www.fairpoint.com.

FairPoint has filed a registration statement, including a proxy statement, and other materials with the Securities and Exchange Commission (“SEC”) in connection with the proposed merger.  We urge investors to read these documents because they contain important information.  Investors can obtain copies of the registration statement and proxy statement, as well as other filed documents containing information about FairPoint and the merger, at www.sec.gov, the SEC’s website, or at www.fairpoint.com/investor.  Investors may also obtain free copies of these documents and the Company’s SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations.

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FairPoint, Verizon, and FairPoint’s directors, executive officers, and other employees may be deemed to be participants in the solicitation of proxies from FairPoint stockholders with respect to the merger and transactions.  Information about FairPoint’s directors and executive officers is available in FairPoint’s proxy statement for its 2006 annual meeting of shareholders, dated April 24, 2006.  Additional information about the interests of potential participants will be included in the registration statement and proxy statement and other materials filed or to be filed by FairPoint with the SEC.

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EX-99.6

Exhibit 99.6

MEDIA CONTACTS:	Pam Joy
	207-642-7337
	pjoy@fairpoint.com
	Connie Gemmer
	(207) 774-2458, x 102
	connie@bartongingold.com

FAIRPOINT CREATING 145 JOBS; PROPOSING TO INVEST $13.8 MILLION IN
BROADBAND EXPANSION IN VERMONT UPON MERGER COMPLETION

BURLINGTON, VT. (June 28, 2007) — FairPoint Communications, Inc. today announced its intention to create approximately 145 jobs in Burlington, and further announced its $13.8 million expansion of broadband service, each upon completion of the merger with Verizon’s landline business in Vermont. This expansion is expected to bring broadband service to 15 Vermont communities for the first time, and extend high-speed DSL Internet to currently unserved neighborhoods in approximately 60 Vermont communities.

“This will be a significant boost to the Vermont economy,” said John Crowley, FairPoint’s chief financial officer, who made the announcement at a Burlington news conference. “We will be providing approximately 145 Vermonters with excellent, full-time jobs with benefits. At the same time, we’ll be giving many Vermont businesses the ability to compete more effectively, and enable many Vermonters to benefit from high-speed Internet.”

He noted that the job creation, the broadband expansion to new communities and the extension of broadband in additional neighborhoods are contingent on the Vermont Public Service Board’s approval of the merger, regulatory approvals from Maine, New Hampshire and the FCC and the subsequent completion of the merger. However, he added that FairPoint has already begun some hiring and will continue the process through January 2008 when the merger is expected to be completed. “FairPoint expects certain of these positions to be union represented jobs.” Crowley said. The broadband projects will begin in January and are expected to be completed between the end of 2008 and the first quarter of 2010.

“The Vermont Economic Progress Council estimates that as a result of the economic activity stimulated by our job creation, Vermont will realize a net fiscal impact of approximately $2.7 million,” Crowley said.

The new positions will be located primarily in Burlington and will involve opportunities in business and wholesale sales, circuit provisioning, collections, order and billing management for wholesale services, regulatory, field marketing, and IT desktop support. FairPoint is simultaneously announcing the creation

of 50 jobs in Littleton, NH. “Part of the reason for selecting Littleton was due to the expectation that some of those jobs would be filled by Vermont residents, thereby increasing the benefits to Vermont from such employment opportunities,” Crowley said.

Crowley said the company’s near term goal is to extend high-speed Internet capability to approximately 41,000 additional access lines in Vermont. By the end of 2007, Verizon has committed to provide broadband to 65 percent of its Vermont customers. FairPoint is extending that and plans to provide broadband to 85 percent of customers by the first quarter of 2010.

“We have approximately 92 percent broadband accessibility in our current markets which we expect to continue to increase. We intend to continue expanding broadband in the current Verizon markets in Vermont so that we reach that same high level of service,” Crowley said.

“The technology FairPoint will be installing is an advanced, next generation network, capable of supporting existing subscriber needs and also providing a platform for the future,” Crowley said.

He explained that the current system was designed for voice traffic and has been adapted for data traffic. The network FairPoint is proposing is completely designed for today’s data hungry customers. The Internet uses Internet Protocol (IP) to move traffic across the network. FairPoint’s network design uses IP Protocol throughout the network instead of using multiple protocol changes necessary to use the existing voice network which results in a much more efficient network. FairPoint intends to capitalize on the existing fiber cable in which Verizon has invested by installing new electronics equipment on it. This new electronics equipment supports several ways of reaching the customer including copper technologies such as ADSL2+, VDSL2 and Fiber to the Home technologies such as GPON and Active Ethernet. The company has successfully rolled out the DSL Ethernet based network in several of its other markets.

FairPoint’s plan calls for the completion of the installation of broadband in 15 Vermont communities for the first time by the end of 2008. They are Barnet, Bradford, Brookfield, Chelsea, Concord, Craftsbury, Lunenburg, Mendon, Morgan Center, Pownal, Putney, South Stratford, Troy, Turnbridge, and West Burke.

Approximately 60 Vermont communities served by Verizon have broadband service in some neighborhoods, but not others. FairPoint intends to extend broadband to the unserved neighborhoods in these communities by the first quarter of 2010. They are: Arlington, Barre, Barton, Bellows Falls, Bennington, Bethel, Burlington, Castleton, Danville, Derby, Dorset, East Fairfield, Jamaica, Enosburg Falls, Essex Junction, Fair Haven, Fairfax, Grand Isle, Greensboro, Hardwick, Island Pond, Jeffersonville, Johnson, Lyndonville, Manchester, Middlebury, and Milton.

Also included are: Montpelier, Morrisville, Newfane, Newport, Orleans, Pittsfield, Pittsford, Plainfield, Poultney, Proctor, Randolph, Reading, Rutland, Shelburne, South Londonderry, South Royalton, St. Albans, St. Johnsbury, Stowe, Stratton, Swanton, Underhill, Vergennes, Wardsboro, Waterbury, West Rutland, White River Junction, Williamstown, Wilmington, Windsor, Winooski, Woodstock, and Woodstock Village.

“This new access to high-speed Internet will allow residents and businesses in these communities to efficiently download larger files and generally communicate much more quickly. This will allow businesses to compete more effectively and enable them to provide their services to anyone anywhere in the world,” said Crowley. “For Vermont schoolchildren, it will open up wide new opportunities for exploring the sciences, history, mathematics, or any other subject. And this will help make the children of today better able to compete in the world of tomorrow.”

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About FairPoint

FairPoint is a leading provider of communications services to rural and small urban communities across the country. Incorporated in 1991, FairPoint’s mission is to acquire and operate telecommunications companies that set the standard of excellence for the delivery of service to rural and small urban communities. Today, FairPoint owns and operates 31 local exchange companies located in 18 states offering an array of services, including local and long distance voice, data, Internet and broadband offerings. The company is traded on the New York Stock Exchange under the symbol “FRP”.

This press release may contain forward-looking statements by FairPoint that are not based on historical fact, including, without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements related to potential cost savings and synergies expected to be realized in the merger. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in FairPoint’s filings with the Securities and Exchange Commission, including, without limitation, the risks described in FairPoint’s most recent Annual Report on Form 10-K on file with the Securities and Exchange Commission.  These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements.  All information is current as of the date this press release is issued, and FairPoint undertakes no duty to update this information.  Source: FairPoint Communications, Inc., www.fairpoint.com.

FairPoint has filed a registration statement, including a proxy statement, and other materials with the Securities and Exchange Commission (“SEC”) in connection with the proposed merger.  We urge investors to read these documents because they contain important information.  Investors can obtain copies of the registration statement and proxy statement, as well as other filed documents containing information about FairPoint and the merger, at www.sec.gov, the SEC’s website, or at www.fairpoint.com/investor.  Investors may also obtain free copies of these documents and the Company’s SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations.

FairPoint, Verizon, and FairPoint’s directors, executive officers, and other employees may be deemed to be participants in the solicitation of proxies from FairPoint stockholders with respect to the merger and transactions.  Information about FairPoint’s directors and executive officers is available in FairPoint’s proxy statement for its 2006 annual meeting of shareholders, dated April 24, 2006.  Additional information about the interests of potential participants will be included in the registration statement and proxy statement and other materials filed or to be filed by FairPoint with the SEC.

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