8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 ) July 17, 2009

FairPoint Communications, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32408	13-3725229
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

521 East Morehead Street,
Suite 500,
Charlotte, North Carolina	28202
(Address of principal executive offices)	(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):

o 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 5.02               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 17, 2009, the Compensation Committee (the “Compensation Committee”) of FairPoint Communications, Inc.’s (the “Company”) Board of Directors established the target bonus opportunity percentages and related performance goals for the period from July 1, 2009 through December 31, 2010 (the “Performance Period”) for David L. Hauser, the Company’s Chief Executive Officer, under the FairPoint Communications, Inc. 2008 Annual Incentive Plan (the “Annual Incentive Plan”), as provided in Mr. Hauser’s previously announced employment agreement, dated June 11, 2009.  The target bonus for Mr. Hauser will be based on the following performance criteria (weighted as indicated): (i) 50% - - the Company achieving an Adjusted Covenant EBITDA (as defined herein) target of $713 million over the Performance Period; (ii) 15% - the Company reducing certain of its outstanding indebtedness during the Performance Period; (iii) 15% - the Company achieving a specified broadband penetration target over the Performance Period; (iv) 15% - the Company achieving certain service goals for its operations in Maine, New Hampshire and Vermont during a specified period; and (v) 5% - promoting workers’ safety and reducing the Company’s recordable accident rate for 2010.

Adjusted Covenant EBITDA, as used herein, is equal to Adjusted Consolidated EBITDA (as defined in the Company’s credit agreement), adjusted to add back certain costs incurred by the Company in connection with the restructuring of its current capital structure.

In addition, the Company must meet a minimum Adjusted Covenant EBITDA threshold before any payment under the Annual Incentive Plan will be made.

The Compensation Committee, in its sole discretion, will determine whether or not individual performance goals have been satisfied.

Any bonus awards are subject to the terms of the Annual Incentive Plan.

Item 8.01               Other Events

On July 20, 2009, the Company issued a press release entitled “FairPoint Communications Announces Execution of Supplemental Indenture in Connection with the Private Debt Exchange Offer for its 131/8% Senior Notes due 2018” (the “Press Release”).  A copy of the Press Release is being furnished by being attached hereto as Exhibit 99.1.

Item 9.01               Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated July 20, 2009

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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/ Alfred C. Giammarino
	Name:	Alfred C. Giammarino
	Title:	Executive Vice President and Chief
		Financial Officer
Date: July 20, 2009

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

FAIRPOINT COMMUNICATIONS ANNOUNCES EXECUTION OF SUPPLEMENTAL INDENTURE IN CONNECTION WITH THE PRIVATE DEBT EXCHANGE OFFER FOR ITS 131/8% SENIOR NOTES DUE 2018

FairPoint is Pleased That Approximately 82% of the Outstanding Notes

Had Been Tendered as of July 17th

CHARLOTTE, N.C. (July 20, 2009) — FairPoint Communications, Inc. (NYSE: FRP) (“FairPoint”) announced today that, as of 5:00 p.m., New York City time, on July 17, 2009, approximately $435.1 million in aggregate principal amount of its 131/8% Senior Notes due 2018 (CUSIP No. 305560 AH7) (the “Notes”) (or approximately 82% of the outstanding Notes) had been tendered in its previously announced private exchange offer (the “Exchange Offer”) for all of the outstanding Notes held by qualified institutional buyers and accredited investors (each, a “Holder” and collectively, the “Holders”).  FairPoint currently intends to waive the minimum tender condition in the Exchange Offer and, assuming the other conditions are satisfied, or where permitted, waived by FairPoint, consummate the Exchange Offer promptly following the expiration date of the Exchange Offer (as described herein).

FairPoint also announced that, as of 5:00 p.m., New York City time, on July 17, 2009, it executed a supplemental indenture effecting certain amendments to the indenture under which the Notes were issued (the “Indenture”), which amendments will eliminate or amend substantially all of the restrictive covenants and modify a number of the events of default and certain other provisions presently contained in the Indenture (collectively, the “Proposed Amendments”).  The Proposed Amendments will not become operative unless and until validly tendered Notes are accepted for exchange by FairPoint in the Exchange Offer and, as applicable, FairPoint pays the Consideration for Tenders and the Early Consent Payment, pursuant to the terms of the Exchange Offer.

In addition, pursuant to the terms of the Exchange Offer and the corresponding solicitation of consents from Holders of the Notes (the “Consent Solicitation”) for the Proposed Amendments, as of 5:00 p.m., New York City time, on July 17, 2009, the Withdrawal Deadline and the Early Consent Deadline expired.

The expiration date of the Exchange Offer and Consent Solicitation is 11:59 p.m., New York City time, on July 24, 2009, unless extended.

Documents relating to the Exchange Offer and Consent Solicitation will only be distributed to Holders of Notes who complete and return a letter of eligibility confirming that they are qualified institutional buyers or accredited investors.  Holders who desire a copy of the eligibility letter should contact the Information Agent for the Exchange Offer and Consent Solicitation, Global Bondholder Services Corporation, at (866) 389-1500 (toll free) or (212) 430-3774 (banks and brokers only).

This news release is neither an offer to purchase nor a solicitation of an offer to sell the Notes nor an offer to sell the new 131/8% Senior Notes due 2018 that tendering Holders will receive pursuant to the

Exchange Offer.  The Exchange Offer and Consent Solicitation is made only by, and pursuant to the terms set forth in, the Confidential Exchange Offer Memorandum and Consent Solicitation Statement, dated June 24, 2009, as amended by the Supplement to Confidential Exchange Offer Memorandum and Consent Solicitation Statement, dated July 13, 2009, as further amended or supplemented (the “Offering Memorandum”), and the information in this news release is qualified by reference to the Offering Memorandum and the accompanying Letter of Transmittal and Consent.  Subject to applicable law, FairPoint may amend, extend or terminate the Exchange Offer and Consent Solicitation.  Persons with questions regarding the Exchange Offer and Consent Solicitation should contact the Information Agent, Global Bondholder Services Corporation, at (866) 389-1500 (toll free) or (212) 430-3774 (banks and brokers only).

About FairPoint

FairPoint Communications, Inc. is an industry leading provider of communications services to communities across the country. Today, FairPoint owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbol FRP.  Learn more at www.fairpoint.com.

Source: FairPoint Communications, Inc., www.FairPoint.com.

Investor Contact:  Brett Ellis (866) 377-3747; bellis@fairpoint.com

Media Contact: Rose Cummings (704) 602-7304; rcummings@fairpoint.com

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