Summary of FAIRPOINT COMMUNICATIONS INC

Item 7.01 Regulation FD Disclosure

On June 24, 2009, FairPoint Communications, Inc. (the "Company" or "FairPoint") launched an offer to exchange (the "Exchange Offer") all of its 131/8%Senior Notes due 2018 (the "Notes") that are validly tendered by holders of such Notes who certify that they are Eligible Investors (as defined below) and are accepted by the Company for new 131/8% Senior Notes due 2018 (the "New Notes") in a principal amount equal to the principal amount of the exchanged Notes, plus accrued and unpaid interest on such exchanged Notes up to, but not including, the date on which the New Notes are issued (the "Settlement Date"). Subject to the restrictions contained in the credit agreement, dated as of March 31, 2008, by and among the Company, Northern New England Spinco Inc. ("Spinco"), a subsidiary of Verizon Communications Inc. ("Verizon"), and certain lenders and agents party thereto, as amended (the "Credit Facility"), such accrued and unpaid interest will be paid, at the Company's option, in the form of additional New Notes or a combination of additional New Notes and cash, in each case on a pro rata basis. Accrued and unpaid interest that is paid in the form of additional New Notes will be paid to holders of exchanged Notes on the Settlement Date (provided that such payment in additional New Notes shall be rounded up to the next whole $1.00) and accrued and unpaid interest that is paid in the form of cash will be paid to holders of exchanged Notes on the earlier of October 31, 2009 or the date on which the interest payment due on October 1, 2009 with respect to the Notes is made to holders of the Notes.

The Exchange Offer is being made with respect to all $531,085,000 outstanding principal amount of the Notes, which amount represents the aggregate principal amount of the Notes outstanding after giving effect to the repurchase by the Company of $7,950,000 million aggregate principal amount of the Notes for an aggregate purchase price of $2,175,000 in cash during the three months ended March 31, 2009 and $11,965,000 million aggregate principal amount of the Notes for an aggregate purchase price of $4,123,000 million in cash during the three months ended June 30, 2009.

The New Notes will be identical to the Notes in all material respects, except that (i) the Company will be permitted to pay the interest payable on the New Notes on October 1, 2009 in the form of cash, by capitalizing such interest and adding it to the principal amount of the New Notes or a combination of both cash and such capitalization of interest, at the Company's option, and (ii) the New Notes will mature on April 2, 2018, the day after the maturity date of the Notes.

In addition to other customary conditions, the Company has made it a condition to consummation of the Exchange Offer that a minimum of 95% of the aggregate principal amount of the outstanding Notes be validly tendered and not validly withdrawn prior to the Expiration Date.

Concurrently with the Exchange Offer, the Company is soliciting consents (the "Consent Solicitation") from holders of the Notes for certain amendments to the Indenture under which the Notes were issued, dated as of March 31, 2008, by and between Spinco and U.S. Bank National Association, as trustee, as amended by the First Supplemental Indenture, dated as of March 31, 2008 (the "Indenture"), to 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 the Exchange Offer is consummated.

The Company is also offering to pay a consent payment, which payment will be equal to $2.50 in cash per $1,000 aggregate principal amount of Notes exchanged in the Exchange Offer, to all holders who validly deliver and do not validly revoke a consent in the Consent Solicitation prior to 5:00 p.m., New York City time, on July 8, 2009, unless extended, after which Notes tendered in the Exchange Offer and consents delivered in the Consent Solicitation may not be withdrawn.

The Exchange Offer and Consent Solicitation is subject to the terms and conditions set forth in the Exchange Offer Memorandum and Consent Solicitation Statement, dated as of June 24, 2009 (the "Offering Memorandum"), and the related letter of transmittal, which are being made available to Eligible Investors. The Exchange Offer is being made, and the New Notes are being offered, only to holders of Notes who certify to the Company that they are either "qualified institutional buyers" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")), or "accredited investors" (as defined in Rule 501(a) of Regulation D under the Securities Act) (together, "Eligible Investors"). The Exchange Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on July 22, 2009, unless such deadline is extended by the Company (the "Expiration Date").

Set forth below is certain updated information disclosed in the Offering Memorandum regarding (i) the Company's system functionality issues resulting from its cutover (the "Cutover") from the Verizon systems to new FairPoint systems for the local exchange business the Company acquired from Verizon and all of its subsidiaries (the "Northern New England operations") pursuant to the March 31, 2008 merger (the "Merger") (as previously disclosed in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 5, 2009, as amended by the Form 10-Q/A filed with the SEC on May 8, 2009) and (ii) the Company's liquidity:

The Company has worked diligently to remedy the systems functionality issues and update and provide for additional training for its workforce, and it has made measurable progress, although several issues are continuing to be addressed. Average handle time for the Company's customer sales and service representatives, although still above the levels prior to the Cutover, has been reduced significantly; provisioning of new orders has increased steadily and the backlog of orders has been reduced significantly; all bill cycles have been caught up and are now being processed on a normal schedule; and call volumes into the consumer service centers have been substantially reduced and are now back to the levels prior to the Cutover. As of early June 2009, the primary focus continues to be eliminating the remaining order backlog and improving order flow-through. In addition, collection efforts have continued to be hampered by a lack of systems functionality, and, as a result, accounts receivable are increasing, which is adversely impacting the Company's liquidity. Based on the progress made to date and the Company's current plans, the Company continues to expect that it will approach a more normal level of customer facing operations by the end of the second quarter of 2009.

The Company has a highly leveraged capital structure and has essentially fully drawn all borrowings available under the Credit Facility. In the future, the Company expects that its primary sources of liquidity will be cash flow from operations and cash on hand. Because of Cutover issues that have prevented the Company from executing fully on its operating plan for 2009, the Company's revenue has continued to decline. In addition, cash collections have remained below pre-Cutover levels, causing further stress on the Company's liquidity position. Should these factors persist, the Company may be unable or unwilling to make the October 1, 2009

interest payment on the Notes. If the Company is unable or unwilling to make the October 1, 2009 interest payment on the Notes, such failure would constitute an event of default under the Indenture as well as under the Credit Facility, in each case following the expiration of the 30-day cure period contained in the Indenture with respect to such payment. In such case the holders of the Notes and the lenders under the Credit Facility would be permitted to accelerate the obligations under the Notes and the Credit Facility, resulting in most or all of the Company's long-term debt becoming due and payable. In that event, the Company would be unable to fund these obligations.

In connection with exploring restructuring alternatives, the Company has retained Rothschild Inc. ("Rothschild") as its financial advisor. The Company believes the consummation of the Exchange Offer and Consent Solicitation is critical to its continued viability, while it works with Rothschild to evaluate its current capital structure and to explore options with respect to a broader and more permanent restructuring of its current capital structure.

Set forth below is certain information disclosed in the Offering Memorandum with respect to the background of the Exchange Offer and Consent Solicitation:

The Exchange Offer is primarily designed to reduce the Company's cash interest expense for the quarters ending June 30, 2009 and September 30, 2009 and to help . . .