POS AM

As Filed with the Securities and Exchange Commission on March 17, 2008

Registration No. 333-141825

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Post-Effective Amendment No. 1 to

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

FairPoint Communications, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	4813	13-3725229
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

521 East Morehead Street, Suite 250
Charlotte, North Carolina 28202
(704) 344-8150

(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)

Copies to:

Shirley J. Linn
Executive Vice President
& General Counsel
FairPoint Communications, Inc.
521 East Morehead Street, Suite 250
Charlotte, North Carolina 28202
(704) 344-8150 Jeffrey J. Pellegrino, Esq.
Paul, Hastings, Janofsky
& Walker LLP
75 E. 55th Street
New York, NY 10022
(212) 318-6000 Steven J. Slutzky, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
(212) 909-6000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement and the date on which all other conditions to the merger of Northern New England Spinco Inc. with and into FairPoint Communications, Inc. pursuant to the merger agreement described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number on the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x

EXPLANATORY NOTE

                This Post-effective Amendment No. 1 is being filed solely to include as exhibits to this Registration Statement (i) the opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc. (“Houlihan”) with respect to the solvency of Northern New England Spinco Inc. (“Spinco”) and the related consent of Houlihan and (ii) the consents of certain designees to the board of directors of FairPoint Communications, Inc. (“FairPoint”) who will become directors of FairPoint following its merger with Spinco.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.  Indemnification of Officers and Directors.

Section 102(b)(7) of the Delaware General Corporation Law, or the DGCL, enables a corporation incorporated in the State of Delaware to eliminate or limit, through provisions in its original or amended articles of incorporation, the personal liability of a director for violations of the director’s fiduciary duties, except (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) any liability imposed pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

Section 145 of the DGCL provides that a corporation incorporated in the State of Delaware may indemnify any person or persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee, or agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, for criminal proceedings, had no reasonable cause to believe that the challenged conduct was unlawful. A corporation incorporated in the State of Delaware may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must provide indemnification against the expenses that such officer or director actually and reasonably incurred.

FairPoint’s by-laws expressly provide for indemnification of its directors and officers to the fullest extent permitted by the DGCL.

Section 145(g) of the DGCL authorizes a corporation incorporated in the State of Delaware to provide liability insurance for directors and officers for certain losses arising from claims or charges made against them while acting in their capacities as directors or officers of the corporation. FairPoint’s certificate of incorporation and by-laws expressly provide that FairPoint shall indemnify officers and directors and, to the extent permitted by the board of directors, employees and agents of FairPoint, to the full extent permitted by and in the manner permissible under the laws of the State of Delaware. In addition, the by-laws expressly permit the board of directors to authorize FairPoint to purchase and maintain insurance against any liability asserted against any director, officer, employee or agent of FairPoint arising out of his capacity as such.

Item 21.  Exhibits and Financial Statement Schedules.

(a)Financial Statements

The financial statements filed as part of this proxy statement/prospectus are listed in the index to the financial statements immediately preceding such financial statements, which index to the financial statements is incorporated herein by reference.

(b)Exhibits

The exhibits filed as part of this proxy statement/prospectus are listed in the index to exhibits immediately preceding such exhibits, which index to exhibits is incorporated herein by reference.

II-1

Item 22.  Undertakings.

(1)The undersigned registrant hereby undertakes:

(a)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(i)To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(b)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(2)The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

(3)The registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415 (§230.415 of this chapter), will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(4)The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of Form S-4 within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(5)The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-2

SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933, the following Registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of State of North Carolina, on the 17th day of March, 2008.

FAIRPOINT COMMUNICATIONS, INC.
By:	/s/ Eugene B. Johnson
Name:	Eugene B. Johnson
Title:	Chairman of the Board of Directors and Chief Executive Officer

                Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons on behalf of the Registrants and in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Eugene B. Johnson	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	March 17, 2008
Eugene B. Johnson
/s/ John P. Crowley	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	March 17, 2008
John P. Crowley
/s/ Lisa R. Hood	Chief Operating Officer — FairPoint Telecom Group and Interim Controller (Principal Accounting Officer)	March 17, 2008
Lisa R. Hood
*	Director	March 17, 2008
Patricia Garrison-Corbin
*	Director	March 17, 2008
David L. Hauser
*	Director	March 17, 2008
Claude C. Lilly
*	Director	March 17, 2008
Robert S. Lilien
/s/ Jane E. Newman	Director	March 17, 2008
Jane E. Newman

*By:	/s/ John P. Crowley
	John P. Crowley
	Attorney-in-Fact

EXHIBIT INDEX

ExhibitNumber	Description
2.1	Agreement and Plan of Merger, dated September 13, 2006, among FairPoint, MJD Ventures, Inc., FairPoint Germantown Corporation and The Germantown Independent Telephone Company.(1)
2.2	Agreement and Plan of Merger, dated as of January 15, 2007, by and among Verizon Communications Inc., Northern New England Spinco Inc. and FairPoint.*
2.3	Amendment No. 1 to Agreement and Plan of Merger, dated as of April 20, 2007, by and among Verizon Communications Inc., Northern New England Spinco Inc. and FairPoint.*
2.4	Amendment No. 2 to Agreement and Plan of Merger, dated as of June 28, 2007, by and among Verizon Communications Inc., Northern New England Spinco Inc. and FairPoint.(2)
2.5	Amendment No. 3 to Agreement and Plan of Merger, dated as of July 3, 2007, by and among Verizon Communications Inc., Northern New England Spinco Inc. and FairPoint.(3)
2.6	Amendment No. 4 to Agreement and Plan of Merger, dated as of November 16, 2007, by and among Verizon Communications Inc., Northern New England Spinco Inc. and FairPoint.(4)
2.7	Amendment No. 5 to Agreement and Plan of Merger, dated as of February 25, 2008, by and among Verizon Communications Inc., Northern New England Spinco Inc. and FairPoint.(5)
2.8	Distribution Agreement, dated as of January 15, 2007, by and between Verizon Communication Inc. and Northern New England Spinco Inc.*
2.9	Amendment No. 1 to Distribution Agreement, dated as of March 30, 2007, by and between Verizon Communication Inc. and Northern New England Spinco Inc.*
2.10	Amendment No. 2 to Distribution Agreement, dated as of June 28, 2007, by and between Verizon Communication Inc. and Northern New England Spinco Inc.*
2.11	Amendment No. 3 to Distribution Agreement, dated as of July 3, 2007, by and between Verizon Communication Inc. and Northern New England Spinco Inc.*
2.12	Amendment No. 4 to Distribution Agreement, dated as of February 25, 2008, by and between Verizon Communication Inc. and Northern New England Spinco Inc.(5)
2.13	Transition Services Agreement, dated as of January 15, 2007, by and among Verizon Information Technologies LLC, Northern New England Telephone Operations Inc., Enhanced Communications of Northern New England Inc. and FairPoint.*
2.14	Master Services Agreement, dated as of January 15, 2007, by and between FairPoint and Capgemini U.S. LLC.*
2.15	First Amendment to Master Services Agreement, dated as of July 6, 2007, by and between FairPoint and Capgemini U.S. LLC.(3)
2.16	Second Amendment to Master Services Agreement, dated as of February 25, 2008, by and between FairPoint and Capgemini U.S. LLC.(5)
2.17	Letter Agreement, dated as of January 17, 2008, by and between FairPoint and Capgemini U.S. LLC.(6)
2.18	Amendment to Letter Agreement, dated as of February 28, 2008, by and between FairPoint and Capgemini U.S. LLC.(7)
2.19	Employee Matters Agreement, dated as of January 15, 2007, by and among Verizon Communications Inc., Northern New England Spinco Inc. and FairPoint.*

2.20	Tax Sharing Agreement, dated as of January 15, 2007, by and among FairPoint, Verizon Communications Inc. and Northern New England Spinco Inc.(8)
2.21	Partnership Interest Purchase Agreement, dated as of January 15, 2007, by and among Verizon Wireless of the East LP, Cellco Partnership d/b/a Verizon Wireless and Taconic Telephone Corp.*
2.22	Joinder Agreement, dated as of April 5, 2007, by and among Warwick Valley Telephone Company, Taconic Telephone Corp., Cellco Partnership d/b/a Verizon Wireless and Verizon Wireless of the East LP.(9)
3.1	Eighth Amended and Restated Certificate of Incorporation of FairPoint.(10)
3.2	Amended and Restated By-Laws of FairPoint.(10)
4.1	Indenture, dated as of March 6, 2003, by and between FairPoint and The Bank of New York, relating to FairPoint’s $225,000,000 117/8% Senior Notes due 2010.(11)
4.2	Supplemental Indenture, dated as of January 20, 2005, by and between FairPoint and The Bank of New York, amending the Indenture dated as of March 6, 2003 between FairPoint and The Bank of New York.(10)
4.3	Form of Initial Senior Note due 2010.(11)
4.4	Form of Exchange Senior Note due 2010.(11)
5.1	Opinion of Paul, Hastings, Janofsky & Walker LLP.*
8.1	Opinion of Paul, Hastings, Janofsky & Walker LLP.*
8.2	Opinion of Debevoise & Plimpton LLP.*
10.1	Credit Agreement, dated as of February 8, 2005, by and among FairPoint, various lending institutions, Bank of America, N.A., CoBank ACB, General Electric Capital Corporation and Deutsche Bank Trust Company Americas.(10)
10.2	First Amendment to Credit Agreement, dated as of March 11, 2005, among FairPoint, various lending institutions, Bank of America, N.A., CoBank ACB, General Electric Capital Corporation and Deutsche Bank Trust Company Americas.(10)
10.3	Second Amendment and Consent to Credit Agreement, dated as of April 29, 2005, among FairPoint, various lending institutions, Bank of America, N.A., CoBank ACB, General Electric Capital Corporation and Deutsche Bank Trust Company Americas.(12)
10.4	Third Amendment to Credit Agreement, dated as of September 14, 2005, among FairPoint, various lending institutions, Bank of America, N.A., CoBank ACB, General Electric Capital Corporation and Deutsche Bank Trust Company Americas.(13)
10.5	Fourth Amendment and Waiver to Credit Agreement, dated as of January 25, 2007, among FairPoint, various lending institutions, Bank of America, N.A., CoBank ACB, General Electric Capital Corporation and Deutsche Bank Trust Company Americas.(14)
10.6	Fifth Amendment to Credit Agreement, dated as of February 25, 2008, among FairPoint, various lending institutions, Bank of America, N.A., CoBank ACB, General Electric Capital Corporation and Deutsche Bank Trust Company Americas.(5)
10.7	Pledge Agreement, dated as of February 8, 2005, by FairPoint, ST Enterprises, Ltd., FairPoint Broadband, Inc., MJD Services Corp., MJD Ventures, Inc., C-R Communications, Inc., Comerco, Inc., GTC Communications, Inc., Ravenswood Communications, Inc., Utilities, Inc., FairPoint Carrier Services, Inc. and St. Joe Communications, Inc.(10)
10.8	Subsidiary Guaranty, dated as of February 8, 2005, by FairPoint Broadband, Inc., MJD Ventures, Inc., MJD Services Corp., ST Enterprises, Ltd. and FairPoint Carrier Services, Inc.(10)

10.9	Form of Swingline Note.(10)
10.10	Form of RF Note.(10)
10.11	Form of B Term Note.(10)
10.12	Nominating Agreement, dated as of February 8, 2005, by and among FairPoint, Kelso Investment Associates V, L.P., Kelso Equity Partners V, L.P. and Thomas H. Lee Equity Fund IV, L.P.(10)
10.13	Amended and Restated Tax Sharing Agreement, dated as of November 9, 2000, by and among FairPoint and its Subsidiaries.(15)
10.14	Affiliate Registration Rights Agreement, dated as of February 8, 2005.(10)
10.15	Employment Agreement, dated as of March 17, 2006, by and between FairPoint and Eugene B. Johnson.(16)
10.16	Change in Control and Severance Agreement, dated as of March 14, 2007, by and between FairPoint and Walter E. Leach, Jr.(17)
10.17	Change in Control and Severance Agreement, dated as of March 14, 2007, by and between FairPoint and Peter G. Nixon.(17)
10.18	Change in Control and Severance Agreement, dated as of March 14, 2007, by and between FairPoint and Shirley J. Linn.(17)
10.19	Change in Control and Severance Agreement, dated as of March 14, 2007, by and between FairPoint and John P. Crowley.(17)
10.20	Letter Agreement, dated as of March 23, 2007, by and between FairPoint and Patrick T. Hogan.(18)
10.21	FairPoint Amended and Restated 1998 Stock Incentive Plan.(19)
10.22	FairPoint Amended and Restated 2000 Employee Stock Incentive Plan.(20)
10.23	FairPoint 2005 Stock Incentive Plan.(10)
10.24	Form of FairPoint Annual Incentive Plan.(21)
10.25	Form of February 2005 Restricted Stock Agreement.(21)
10.26	Form of Director Restricted Stock Agreement.(22)
10.27	Form of Director Restricted Unit Agreement.(22)
10.28	Form of Non-Director Restricted Stock Agreement.(23)
21	Subsidiaries of FairPoint.(7)
23.1	Consent of KPMG LLP.(7)
23.2	Consent of Ernst & Young LLP.*
23.3	Consent of Deloitte & Touche LLP.(7)
23.4	Consent of Paul, Hastings, Janofsky & Walker LLP (included in Ex.5.1).*
23.5	Consent of Paul, Hastings, Janofsky & Walker LLP (included in Ex.8.1).*
23.6	Consent of Debevoise & Plimpton LLP (included in Ex.8.2).*
23.7	Consent of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.**
24	Power of attorney (included in Part II of the Registration Statement).*
99.1	Stipulation filed with the Maine Public Utilities Commission, dated December 12, 2007.(24)
99.2	Order of the Maine Public Utilities Commission, dated February 1, 2008.(25)

99.3	Stipulation filed with the Vermont Public Service Board, dated January 8, 2008.(26)
99.4	Order of the Vermont Public Service Board, dated February 15, 2008.(27)
99.5	Stipulation filed with the New Hampshire Public Utilities Commission, dated January 23, 2008.(6)
99.6	Order of the New Hampshire Public Utilities Commission, dated February 25, 2008.(5)
99.7	Consent of Deutsche Bank Securities Inc.*
99.8	Consent of Jane E. Newman, as designee to board of directors.*
99.9	Consent of Thomas F. Gilbane, Jr., as designee to board of directors.**
99.10	Consent of Robert A. Kennedy, as designee to board of directors.**
99.11	Consent of Michael R. Tuttle, as designee to board of directors.**
99.12	Consent of Lehman Brothers Inc.*
99.13	Consent of Morgan Stanley & Co. Incorporated.*
99.14	Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.**

*Previously filed.

**Filed herewith.

All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are not applicable, and, therefore, have been omitted.

(1)	Incorporated by reference to the Quarterly Report on Form 10-Q of FairPoint for the period ended September 30, 2006.
(2)	Incorporated by reference to the Current Report on Form 8-K of FairPoint filed on June 28, 2007.
(3)	Incorporated by reference to the Current Report on Form 8-K of FairPoint filed on July 9, 2007.
(4)	Incorporated by reference to the Current Report on Form 8-K of FairPoint filed on November 16, 2007.
(5)	Incorporated by reference to the Current Report on Form 8-K of FairPoint filed on February 27, 2008.
(6)	Incorporated by reference to the Current Report on Form 8-K of FairPoint filed on January 24, 2008.
(7)	Incorporated by reference to the Annual Report on Form 10-K of FairPoint for the year ended December 31, 2007.
(8)	Incorporated by reference to the Current Report on Form 8-K of FairPoint filed on January 19, 2007.
(9)	Incorporated by reference to the Current Report on Form 8-K of FairPoint filed on April 10, 2007.
(10)	Incorporated by reference to the Annual Report on Form 10-K of FairPoint for the year ended December 31, 2004.
(11)	Incorporated by reference to the Annual Report on Form 10-K of FairPoint for the year ended December 31, 2002.
(12)	Incorporated by reference to the Current Report on Form 8-K of FairPoint filed on May 4, 2005.
(13)	Incorporated by reference to the Current Report on Form 8-K of FairPoint filed on October 3, 2005.
(14)	Incorporated by reference to the Current Report on Form 8-K of FairPoint filed on January 26, 2007.
(15)	Incorporated by reference to the Quarterly Report on Form 10-Q of FairPoint for the period ended September 30, 2000.

(16)	Incorporated by reference to the Quarterly Report on Form 10-Q of FairPoint for the period ended March 31, 2006.
(17)	Incorporated by reference to the Current Report on Form 8-K of FairPoint filed on March 19, 2007.
(18)	Incorporated by reference to the Current Report on Form 8-K of FairPoint filed on April 23, 2007.
(19)	Incorporated by reference to the Registration Statement on Form S-4, declared effective as of August 9, 2000.
(20)	Incorporated by reference to the Annual Report on Form 10-K of FairPoint for the year ended December 31, 2003.
(21)	Incorporated by reference to the Registration Statement on Form S-1 of FairPoint, declared effective as of February 3, 2005.
(22)	Incorporated by reference to the Current Report on Form 8-K of FairPoint filed on June 20, 2005.
(23)	Incorporated by reference to the Current Report on Form 8-K of FairPoint filed on September 23, 2005.
(24)	Incorporated by reference to the Current Report on Form 8-K of FairPoint filed on December 13, 2007.
(25)	Incorporated by reference to the Current Report on Form 8-K of FairPoint filed on February 6, 2008.
(26)	Incorporated by reference to the Current Report on Form 8-K of FairPoint filed on January 8, 2008.
(27)	Incorporated by reference to the Current Report on Form 8-K of FairPoint filed on February 21, 2008.

EX-23.7

Exhibit 23.7

CONSENT OF HOULIHAN LOKEY HOWARD & ZUKIN
FINANCIAL ADVISORS, INC.

Houlihan Lokey Howard & Zukin Financial Advisors, Inc. (“Houlihan Lokey”) hereby consents to (a) the filing of its opinion, dated February 22, 2008, addressed to the Board of Directors of Verizon Communications Inc. and Northern New England Spinco Inc., as an exhibit to the Registration Statement on Form S-4 (File No. 333-141825) of FairPoint Communications, Inc., and any amendments thereto (the “Registration Statement”), filed with the Securities and Exchange Commission, and (b) the filing of this consent as an exhibit to the Registration Statement.  In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 or Section 11 of the Securities Act of 1933, as amended, or the rules and regulations adopted by the Securities and Exchange Commission thereunder, nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “experts” as used in the Securities Act of 1933, as amended, or the rules and regulations adopted by the Securities and Exchange Commission thereunder.

HOULIHAN LOKEY HOWARD & ZUKIN
FINANCIAL ADVISORS, INC.
By	/s/ Richard De Rose
	Name: Richard De Rose
	Title: Managing Director
	Date: 2/28/08

EX-99.9

Exhibit 99.9

Consent of Designee for Director of FairPoint Communications, Inc.

The undersigned hereby consents to being named in the Registration Statement on Form S-4 (File No. 333-141825) (the “Registration Statement”) of FairPoint Communications, Inc. (“FairPoint”) originally filed on April 2, 2007 and related proxy statement/prospectus, and any and all amendments thereto, as a designee of Verizon Communications Inc. (“Verizon”) to the board of directors of FairPoint pursuant to the Agreement and Plan of Merger, dated as of January 15, 2007, as amended (the Merger Agreement) by and among FairPoint, Verizon and Northern New England Spinco Inc., and as contemplated in the Registration Statement.

Date:  February 29, 2008

	/s/ Thomas F. Gilbane, Jr.
Name: Thomas F. Gilbane Jr.

EX-99.10

Exhibit 99.10

Consent of Designee for Director of FairPoint Communications, Inc.

The undersigned hereby consents to being named in the Registration Statement on Form S-4 (File No. 333-141825) (the “Registration Statement”) of FairPoint Communications, Inc. (“FairPoint”) originally filed on April 2, 2007 and related proxy statement/prospectus, and any and all amendments thereto, as a designee of Verizon Communications Inc. (“Verizon”) to the board of directors of FairPoint pursuant to the Agreement and Plan of Merger, dated as of January 15, 2007, as amended (the Merger Agreement) by and among FairPoint, Verizon and Northern New England Spinco Inc., and as contemplated in the Registration Statement.

Date:  February 20, 2008

  /s/ Robert A. Kennedy

Name: Robert A. Kennedy

EX-99.11

Exhibit 99.11

Consent of Designee for Director of FairPoint Communications, Inc.

The undersigned hereby consents to being named in the Registration Statement on Form S-4 (File No. 333-141825) (the “Registration Statement”) of FairPoint Communications, Inc. (“FairPoint”) originally filed on April 2, 2007 and related proxy statement/prospectus, and any and all amendments thereto, as a designee of Verizon Communications Inc. (“Verizon”) to the board of directors of FairPoint pursuant to the Agreement and Plan of Merger, dated as of January 15, 2007, as amended (the Merger Agreement) by and among FairPoint, Verizon and Northern New England Spinco Inc., and as contemplated in the Registration Statement.

Date: February 21, 2008

  /s/ Michael R. Tuttle

Name: Michael R. Tuttle

EX-99.14

Exhibit 99.14

February 22, 2008

The Board of Directors of Verizon Communications Inc.

One Verizon Way

Basking Ridge, New Jersey 07920

The Board of Directors of Northern New England Spinco Inc.

One Verizon Way

Basking Ridge, New Jersey 07920

Dear Members of the Board of Directors:

We understand that Verizon Communications Inc. (“Verizon”) is considering a series of transactions pursuant to which (i) Verizon will contribute the assets and liabilities of its local exchange business in Maine, New Hampshire and Vermont to Northern New England Spinco Inc., a newly-formed subsidiary of Verizon (“Spinco”), (ii) Spinco will, in exchange for such contribution, distribute to Verizon cash and Spinco debt securities in the approximate amount of $1.7 billion (the “Distribution”), (iii) Verizon will make a pro-rata distribution to its common stock (through a third-party distribution agent) of the common shares of Spinco (the “Spin-Off”), and (iv) Spinco will merger (the “Merger”) with and into FairPoint Communications, Inc. (“Fairpoint,” and, as the surviving corporation in the Merger, the “Company”), all as more fully described in Amendment No. 1 to Form 10, filed with the Securities and Exchange Commission (the “SEC”) by Spinco on December 21, 2007. The Distribution, the Spin-Off and the Merger are sometimes hereinafter referred to, individually, as a “Transaction” and, collectively, as the “Transactions.”

You have requested that Houlihan Lokey Howard & Zukin Financial Advisors, Inc. (“Houlihan Lokey”) provide an opinion (the “Opinion”) as to the matters set forth below. In rendering this Opinion, we have valued Spinco and the Company and their respective assets, as the case may be, on a going-concern basis (including goodwill) and on a pro forma basis, immediately after and giving effect to the Transactions.  For purposes of this Opinion, “fair value” is defined as the amount at which Spinco or the Company, as the case may be, or their respective assets (including goodwill), would change hands between a willing buyer and a willing seller, each having reasonable knowledge of the relevant facts, neither being under any compulsion to act, with equity to both; and “present fair saleable value” is defined as the amount that may be realized if the assets (including goodwill) of Spinco or the Company, as the case may be, are sold in their entirety with reasonable promptness in an arm’s length transaction under present market conditions for the sale of comparable business enterprises, as such conditions can be reasonably evaluated by Houlihan Lokey.  For purposes of rendering this Opinion, we have used the same valuation methodologies in determining (a) fair value and present fair saleable value, and (b) the value of each of Spinco and the Company and their respective assets. The term “identified contingent liabilities” means the stated amount of contingent liabilities identified to by responsible officers of Fairpoint, upon whom we have relied without independent verification; no other contingent liabilities have been considered.  Being “able to pay its debts as they become absolute and mature” means that, assuming the Transaction has been consummated as proposed, based upon our review of the materials made available

245 Park Avenue, 20th Floor     ·    New York, New York 10167     ·    tel.212.497.4100     ·    fax.212.661.3070     ·    www.HL.com

Broker/dealer services through Houlihan Lokey Howard & Zukin Capital. Investment advisory services through Houlihan Lokey Howard & Zukin Financial Advisors.

to us, including the financial projections for each of Spinco and the Company for the period 2008 through 2012, each of Spinco and the Company, as the case may be, should have sufficient cash flow for such period from operations and financings transactions to be able to meet its obligations, including identified contingent liabilities and scheduled payments on the loans outstanding immediately after the relevant Transaction, as such payments are scheduled at the close of such Transaction. It is Houlihan Lokey’s understanding, upon which it is relying, that the Boards of Directors of Verizon and Spinco, and any other recipient of this Opinion, will consult with and rely solely upon their own legal counsel with respect to said definitions. No representation is made herein, or directly or indirectly by this Opinion, as to any legal matter or as to the sufficiency of said definitions or any other consideration set forth herein for any purpose other than setting forth the scope of Houlihan Lokey’s Opinion hereunder.

Notwithstanding the use of the defined terms “fair value” and “present fair saleable value,” we have not been engaged to identify prospective purchasers or to ascertain the actual prices at which and terms on which Spinco or the Company, or their respective assets, as the case may be, can currently be sold, and we know of no such efforts by others. We express no opinion as to whether Spinco or the Company or their respective assets, as the case may be, could actually be sold for the amount we believe to be its fair value and present fair saleable value.

In connection with this Opinion, we have made such reviews, analyses and inquiries as we have deemed necessary and appropriate under the circumstances.  Among other things, we have:

1.reviewed the following agreements and documents:

a.Agreement and Plan of Merger by and among Verizon, Spinco and the Fairpoint Communications, Inc. (“Fairpoint”), dated January 15, 2007, as amended;

b.Distribution Agreement by and between Verizon and Spinco, dated as of January 15, 2007, as amended;

c.Form 10 of Spinco, as filed with the SEC on October 4, 2007, as amended;

d.S-4 filed by Fairpoint with the SEC on April 2, 2007, as amended;

e.Transition Services Agreement by and among various Verizon subsidiaries and Fairpoint, dated January 15, 2007;

f.Commitment letter to Fairpoint, dated January 15, 2007, from Lehman Commercial Paper Inc., Lehman Brothers Inc., Bank of America, N.A., Banc of America Securities LLC, and Morgan Stanley Senior Funding, Inc. (the “Agents”);

g.Credit Agreement (in substantially final form) among Fairpoint, Spinco and the Agents;

h.Indenture (in substantially final form) with respect to the Spinco debt securities; and

i.Final orders of the Public Utility Commissions of Maine, Vermont and New Hampshire.

2.reviewed certain publicly available business and financial information relating to Spinco and the Company that we deemed to be relevant;

3.reviewed certain information relating to the current and future operations, financial condition and prospects of each of Spinco and the Company made available to us by Verizon and Fairpoint, including financial projections (including the pro forma opening balance sheet) (and adjustments thereto) prepared by management of the Company relating to Spinco and the Company;

4.spoken with certain members of the management of Verizon and Fairpoint regarding the respective businesses, operations, financial condition and prospects of each of Spinco and the Company, the Transaction and related matters;

2

5.compared the financial and operating performance of each of Spinco and the Company with that of public companies that we deemed to be relevant;

6.considered the publicly available financial terms of certain transactions that we deemed to be relevant;

7.reviewed the current and historical market prices for Fairpoint’s publicly traded securities, and the historical market prices and certain financial data of the publicly traded securities of certain other companies that we deemed to be relevant;  and

8.conducted such other financial studies, analyses and inquiries and considered such other information and factors as we deemed appropriate.

We have relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to us, discussed with or reviewed by us, or publicly available, and do not assume any responsibility with respect to such data, material and other information.  In addition, management of Fairpoint has advised us, and we have assumed, that the financial forecasts and projections (including the pro forma opening balance sheet) have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of Spinco and the Company, as the case may be. We have relied upon and assumed, without independent verification, that there has been no material change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Spinco or the Company, as the case may be, since the date of the most recent financial statements provided to us, and that there is no information or any facts that would make any of the information reviewed by us incomplete or misleading.

We have relied upon and assumed, without independent verification, that all conditions to the consummation of the Transactions will be satisfied without waiver thereof, and that the Transactions will be consummated in a timely manner in accordance with the terms described in the agreements and documents provided to us, without any amendments or modifications thereto. We have also relied upon and assumed, without independent verification, that all governmental, regulatory, and other consents and approvals necessary for the consummation of the Transactions have been or will be obtained and that no delay, limitations, restrictions or conditions will be imposed or amendments, modifications or waivers made that would result in the disposition of any material portion of the assets of either Spinco or the Company, or otherwise have an adverse effect on either Spinco or the Company, or any expected benefits of the Transactions. In addition, we have relied upon and assumed, without independent verification, that the final forms of the draft documents identified above will not differ in any material respect from the drafts of said documents.

Furthermore, in connection with this Opinion, we have not been requested to make, and have not made, any physical inspection or independent appraisal of any of the specific assets, properties or liabilities (contingent or otherwise) of either Spinco or the Company, nor were we provided with any such appraisal.  We have not been requested to, and did not, (a) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Transactions, the assets, businesses or operations of the Company, or any alternatives to the Transactions, (b) negotiate the terms of the Transactions or the financing for the Transactions, or (c) advise the Board of Directors of either Verizon or Spinco or any other party with respect to alternatives to the Transactions. This Opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made

3

available to us as of, the date hereof.  We have not undertaken, and are under no obligation, to update, revise, reaffirm or withdraw this Opinion, or otherwise comment on or consider events occurring after the date hereof.

This Opinion is furnished solely for the use and benefit of the Boards of Directors of Verizon and Spinco in connection with its consideration of the Transactions and is not intended to, and does not, confer any rights or remedies upon any other person, and is not intended to be used, and may not be used, by any other person or for any other purpose, without our express consent. This Opinion should not be construed as creating any fiduciary duty on Houlihan Lokey’s part to any party. This Opinion is not intended to be, and does not constitute, a recommendation to any security holder as to how such security holder should  act with respect to any matter relating to the Transactions. Except as otherwise provided in the engagement letter between Verizon and Houlihan Lokey dated October 18, 2007, this Opinion may not be disclosed, reproduced, disseminated, quoted, summarized or referred to at any time, in any manner or for any purpose, nor shall any references to Houlihan Lokey or any of its affiliates be made, without the prior written consent of Houlihan Lokey.

In the ordinary course of business, certain of our affiliates, as well as investment funds in which they may have financial interests, may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including loans and other obligations) of Verizon, Fairpoint or any other party that may be involved in the Transactions. Verizon has agreed to reimburse certain of our expenses and to indemnify us and certain related parties for certain liabilities arising out of our engagement. Houlihan Lokey has in the past provided financial advisory services to each of Verizon and Fairpoint, for which has received compensation.

We have not been requested to opine as to, and this Opinion does not express an opinion as to or otherwise address: (i) the underlying business decision of either Verizon or Spinco, their respective security holders or any other party to proceed with or effect the Transactions, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form or any other portion or aspect of, the Transactions or otherwise, except as expressly addressed in this Opinion, (iii) the fairness of any portion or aspect of the Transactions to either Verizon or Spinco, the holders of any class of securities, creditors or other constituencies of either Verizon or Spinco, or to any other party, (iv) the relative merits of the Transactions as compared to any alternative business strategies that might exist for either Verizon or Spinco or any other party or the effect of any other transaction in which either Verizon or Spinco or any other party might engage, (v) the tax or legal consequences of the Transactions to either Verizon or Spinco, its security holders, or any other party, or (vi) whether or not Verizon or Spinco, as the case may be, their respective security holders or any other party is receiving or paying reasonably equivalent value in the Transactions. Furthermore, no opinion, counsel or interpretation is intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice.  It is assumed that such opinions, counsel or interpretations have been or will be obtained from the appropriate professional sources. Furthermore, we have relied, with your consent, on advice of the outside counsel and the independent accountants to Verizon and Spinco, on the assumptions of the management of the Company, as to all legal, regulatory, accounting, insurance and tax matters with respect to Spinco, the Company, and the Transactions.

Based upon and subject to the foregoing, and in reliance thereon, it is our opinion as of the date hereof that, (i) assuming the Spin-Off has been consummated as proposed, immediately after and giving effect to the Transactions and on a pro forma basis: (a) the fair value and present fair saleable value of Spinco’s assets would exceed Spinco’s stated liabilities and identified contingent liabilities; (b) Spinco should be able to pay its debts as they become absolute and mature; (c) the capital remaining in Spinco

4

should not be unreasonably small for the business in which Spinco is engaged, as management has indicated it is now conducted and is proposed to be conducted following the consummation of the Spin-Off; and (d) the fair value and present fair saleable value of Spinco’s assets would exceed Spinco’s stated liabilities, identified contingent liabilities and total par value of Spinco’s issued and outstanding capital stock; and (ii) assuming the Merger has been consummated as proposed, immediately after and giving effect to the Merger and on a pro forma basis, (x) the fair value and present fair saleable value of the Company’s assets would exceed its stated liabilities and identified contingent liabilities, (y) the Company should be able to pay its debts as they become absolute and mature, and (z) the capital remaining in the Company should not be unreasonably small for the business in which the Company is engaged, as management has indicated it is now conducted and is proposed to be conducted following the consummation of the Merger.

Very truly yours,

HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISORS, INC.

5