0001047469-10-009437 Sample Contracts

FOURTEENTH AMENDMENT
Debtor-in-Possession Credit Agreement • November 9th, 2010 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York

This FOURTEENTH AMENDMENT, dated as of August 30, 2010 (this “Agreement”), to the Debtor-in-Possession Credit Agreement, dated as of October 27, 2009 (as amended prior to the date hereof, the “Credit Agreement”), by and among FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (as hereinafter defined) (“FairPoint”), FAIRPOINT LOGISTICS, INC., a South Dakota corporation and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (“Logistics”; Logistics, together with FairPoint, each a “Borrower” and, collectively, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

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EMPLOYMENT AGREEMENT
Employment Agreement • November 9th, 2010 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • North Carolina

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 16th day of August 2010, by and between FairPoint Communications, Inc., a Delaware corporation, and Paul H. Sunu (the “Employee”).

CONSULTING AGREEMENT AND GENERAL RELEASE
Consulting Agreement • November 9th, 2010 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • North Carolina

This CONSULTING AGREEMENT AND GENERAL RELEASE (this “Agreement”), by and between FairPoint Communications, Inc. (the “Company”), and David L. Hauser (“Hauser”), is being offered to Hauser on August 16, 2010, and may be accepted by Hauser by signing the Agreement without change and returning it by mail to the Company at 521 East Morehead Street, Suite 500, Charlotte, North Carolina 28202, Attn: General Counsel, or by telecopy to (704) 344-1594, Attn: General Counsel, with a copy by mail, so that it is received by no later than the close of business on September 6, 2010 (the “Release Expiration Date”).

FIFTEENTH AMENDMENT
Debtor-in-Possession Credit Agreement • November 9th, 2010 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York

This FIFTEENTH AMENDMENT, dated as of October 22, 2010 (this “Agreement”), to the Debtor-in-Possession Credit Agreement, dated as of October 27, 2009 (as amended prior to the date hereof, the “Credit Agreement”), by and among FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (as hereinafter defined) (“FairPoint”), FAIRPOINT LOGISTICS, INC., a South Dakota corporation and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (“Logistics”; Logistics, together with FairPoint, each a “Borrower” and, collectively, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

July 19, 2010
Change in Control and Severance Agreement • November 9th, 2010 • Fairpoint Communications Inc • Telephone communications (no radiotelephone)
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