On February 14, 2013 (the "Closing Date"), FairPoint Communications, Inc., a Delaware corporation (the "Company"), completed the refinancing of its former credit facility (the "Refinancing"). In connection with the Refinancing, the Company (i) issued $300.0 million aggregate principal amount of its 8.75% senior secured notes due 2019 (the "Notes") in a private offering exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and (ii) entered into a new credit agreement (the "Credit Agreement"), dated as of the Closing Date, with the lenders party thereto from time to time (the "Lenders") and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the "Administrative Agent") and letter of credit issuer. On the Closing Date, the Company used the proceeds of the Notes offering, together with $640.0 million of borrowings under the term loan facility under the Credit Agreement and cash on hand to repay the entire amount outstanding under the Company's former credit facility's term loan facility (including accrued interest) and to pay fees, expenses and other costs relating to the Refinancing.

8.75% Senior Secured Notes due 2019

In connection with the issuance of the Notes, on the Closing Date, the Company, certain of its subsidiaries and U.S. Bank National Association, as trustee (in such capacity, the "Trustee") and collateral agent (in such capacity, the "Collateral Agent"), entered into an Indenture governing the Notes (the "Indenture"). The Notes are senior secured obligations of the Company and are guaranteed by the subsidiaries of the Company that guarantee the indebtedness under the Credit Agreement (the "Subsidiary Guarantors"). The Notes and the guarantees thereof are secured by a first-priority lien on substantially all of the personal property of the Company and the Subsidiary Guarantors, subject to certain exclusions set forth in the related security documents, pari passu with the lien securing the obligations under the Credit Facility (as defined below). The Notes will mature on August 15, 2019 and accrue interest at a rate of 8.75% per annum, which is payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2013.

On or after February 15, 2016, the Company may redeem all or part of the Notes at the redemption prices set forth in the Indenture, plus accrued and unpaid interest thereon, to the applicable redemption date. At any time prior to February 15, 2016, the Company may redeem all or part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus a "make-whole" premium as of, and accrued and unpaid interest to, the applicable redemption date. In addition, at any time prior to February 15, 2016, the Company may, on one or more occasions, redeem up to 35% of the original aggregate principal amount of the Notes, using net cash proceeds of certain qualified equity offerings, at a redemption price of 108.75% of the principal amount of Notes redeemed, plus accrued and unpaid interest to the applicable redemption date.

The holders of the Notes have the ability to require the Company to repurchase all or any part of the Notes if the Company experiences certain kinds of changes in control or engages in certain asset sales, in each case at the repurchase prices and subject to the terms and conditions set forth in the Indenture.

The Indenture contains certain covenants which are customary with respect to non-investment grade debt securities, including limitations on the Company's ability to incur additional indebtedness, pay dividends on or make other distributions or repurchase the Company's capital stock, make certain investments, enter into certain types of transactions with affiliates, create liens and sell certain assets or merge with or into other companies. These covenants are subject to a number of important limitations and exceptions.

The Indenture also provides for customary events of default, including cross defaults to other specified debt of the Company and certain of its subsidiaries. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, the Trustee or holders of at least

25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. In the case of a declaration of the acceleration of the Notes because an event of default has occurred as a result of a cross default on the Company's or its subsidiaries' other specified debt, the declaration of acceleration of the Notes will be automatically annulled if the holders of all such other specified debt have rescinded the declaration of acceleration in respect of such other debt.

The Notes and the related guarantees have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K (this "Current Report") shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of Notes or the related guarantees in any . . .

As described above in "Item 1.01 - Entry into a Material Definitive Agreement" of this Current Report, the Credit Facility replaces the Company's $1.0 billion term loan and the $75.0 million revolving credit facility provided by the credit agreement, dated as of January 24, 2011, as amended, by and among the Company, FairPoint Logistics, Inc., the lenders party thereto and Bank of America, N.A., as administrative agent and letter of credit issuer, which was terminated on the Closing Date. In connection with such termination and the Refinancing, on the Closing Date, the Company repaid all amounts outstanding under the former credit facility. In addition, the following agreements relating to the Company's former credit facility were terminated on the Closing Date: (i) the Security Agreement, dated as of January 24, 2011, among the Company, the subsidiaries of the Company party thereto and Bank of America, N.A. as administrative agent, (ii) the Pledge Agreement, dated as of January 24, 2011, made by the Company and the subsidiaries of the Company party thereto in favor of Bank of America, N.A., as administrative agent, and (iii) the Continuing Guaranty, dated as of January 24, 2011, made by the subsidiaries of the Company party thereto in favor of Bank of America, N.A., as administrative agent.

The information set forth above in "Item 1.01 - Entry into a Material Definitive Agreement" of this Current Report is incorporated herein by reference.

On the Closing Date, the Company issued a press release announcing the completion of the Refinancing. A copy of the press release is filed herewith as Exhibit 99.1.

(d) Exhibits

Exhibit Number                                Description

4.1              Indenture, dated as of February 14, 2013, among FairPoint
                 Communications, Inc., the subsidiary guarantors party thereto, U. S.
                 Bank National Association, as trustee, and U.S. Bank National
                 Association, as collateral agent.
10.1             Security Agreement, dated as of February 14, 2013, among FairPoint
                 Communications, Inc., the subsidiary guarantors party thereto and
                 U.S. Bank National Association, as collateral agent.
10.2             Pledge Agreement, dated as of February 14, 2013, among FairPoint
                 Communications, Inc., the subsidiary guarantors party thereto and
                 U.S. Bank National Association, as collateral agent.
10.3             Credit Agreement, dated as of February 14, 2013, among FairPoint
                 Communications, Inc., the lenders party thereto from time to time and
                 Morgan Stanley Senior Funding, Inc., as administrative agent and
                 letter of credit issuer.
10.4             Security Agreement, dated as of February 14, 2013, among FairPoint
                 Communications, Inc., the subsidiary guarantors party thereto and
                 Morgan Stanley Senior Funding, Inc., as administrative agent.
10.5             Pledge Agreement, dated as of February 14, 2013, made by FairPoint
                 Communications, Inc. and the subsidiary guarantors party thereto in
                 favor of Morgan Stanley Senior Funding, Inc., as administrative
                 agent.
10.6             Continuing Guaranty, dated as of February 14, 2013, made by the
                 subsidiary guarantors party thereto in favor of Morgan Stanley Senior
                 Funding, Inc., as administrative agent.
99.1             Press Release dated February 14, 2013.