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                                                                  EXECUTION COPY


                                                                     Exhibit 4.9


                         FAIRPOINT COMMUNICATIONS, INC.
             $200,000,000 12-1/2% Senior Subordinated Notes due 2010


                          REGISTRATION RIGHTS AGREEMENT


                                                              New York, New York
                                                                    May 19, 2000

To:      SALOMON SMITH BARNEY INC.
         DEUTSCHE BANK SECURITIES INC.
         BANC OF AMERICA SECURITIES LLC
         DONALDSON, LUFKIN & JENRETTE
            SECURITIES CORPORATION
         FIRST UNION SECURITIES, INC.



In care of:

Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

         FairPoint Communications, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to you (the "Initial Purchasers"), upon the terms and
subject to the conditions set forth in a purchase agreement dated May 19, 2000
(the "Purchase Agreement"), $200,000,000 aggregate principal amount of its
12-1/2% Senior Subordinated Notes due 2010 (the "Securities") (the "Initial
Placement"). As an inducement to the Initial Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to your obligations
thereunder, the Company agrees with you, (I) for your benefit and the benefit of
the other Initial Purchasers and (II) for the benefit of the holders from time
to time of the Securities (including you and the other Initial Purchasers) (each
of the foregoing a "Holder" and together the "Holders"), as follows:


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         1. DEFINITIONS. Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase Agreement. As used in
this Agreement, the following capitalized defined terms shall have the following
meanings:

         "ACT" means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.

         "AFFILIATE" of any specified person means any other person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified person. For purposes of this definition, control of
a person means the power, direct or indirect, to direct or cause the direction
of the management and policies of such person whether by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "CLOSING DATE" shall have the meaning ascribed to it in the Purchase
Agreement.

         "COMMISSION" means the Securities and Exchange Commission.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.

         "EXCHANGE OFFER REGISTRATION PERIOD" means the 90-day period following
the consummation of the Registered Exchange Offer, exclusive of any period
during which any stop order shall be in effect suspending the effectiveness of
the Exchange Offer Registration Statement.

         "EXCHANGE OFFER REGISTRATION STATEMENT" means a registration statement
of the Company on an appropriate form under the Act with respect to the
Registered Exchange Offer, all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

         "EXCHANGE SECURITIES" means debt securities of the Company identical in
all material respects to the Securities (except that the interest rate step-up
provisions will be eliminated and the transfer restrictions will be modified, in
each case as appropriate), to be issued under the Indenture.

         "EXCHANGING DEALER" means any Holder (which may include the Initial
Purchasers) that is a broker-dealer electing to exchange Securities acquired for
its own account as a result of market-making activities or other trading
activities for Exchange Securities.

         "HOLDER" has the meaning set forth in the preamble hereto.



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         "INDENTURE" means the Indenture relating to the Securities and the
Exchange Securities to be entered into as of the Closing Date, between the
Company and United States Trust Company of New York, as trustee, as the same may
be amended from time to time in accordance with the terms thereof.

         "INITIAL PLACEMENT" has the meaning set forth in the preamble hereto.

         "MAJORITY HOLDERS" means the Holders of a majority of the aggregate
principal amount of securities registered under a Registration Statement.

         "MANAGING UNDERWRITERS" means the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.

         "PROSPECTUS" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the Exchange Securities covered by
such Registration Statement, and all amendments and supplements to the
Prospectus, including post-effective amendments.

         "REGISTERED EXCHANGE OFFER" means the proposed offer to the Holders to
issue and deliver to such Holders, in exchange for the Securities, a like
principal amount of the Exchange Securities.

         "REGISTRATION SECURITIES" has the meaning set forth in Section 3(a)
hereof.

         "REGISTRATION STATEMENT" means any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the Exchange Securities pursuant to the provisions of this Agreement, all
amendments and supplements to such registration statement, including, without
limitation, post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

         "SECURITIES" has the meaning set forth in the preamble hereto.

         "SHELF REGISTRATION" means a registration effected pursuant to Section
3 hereof.

         "SHELF REGISTRATION PERIOD" has the meaning set forth in Section 3(b)
hereof.

         "SHELF REGISTRATION STATEMENT" means a "shelf" registration statement
of the Company pursuant to the provisions of Section 3 hereof that covers some
of or all the Securities or Exchange Securities, as applicable, on an
appropriate form under Rule 415 under the Act, or any similar rule that may be
adopted by the Commission, all



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amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

         "TRUSTEE" means the trustee with respect to the Securities and the
Exchange Securities under the Indenture.

         "UNDERWRITER" means any underwriter of securities in connection with an
offering thereof under a Shelf Registration Statement.

         2. REGISTERED EXCHANGE OFFER; RESALES OF EXCHANGE SECURITIES BY
EXCHANGING DEALERS; PRIVATE EXCHANGE.

         (a) The Company shall prepare and, not later than 90 days after the
date of the original issuance of the Securities, shall file with the Commission
the Exchange Offer Registration Statement with respect to the Registered
Exchange Offer. The Company shall use its best efforts to cause the Exchange
offer Registration Statement to become effective under the Act within 150 days
after the date of the original issuance of the Securities.

         (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for Exchange Securities (assuming that such
Holder is not an Affiliate of the Company within the meaning of the Act,
acquires the Exchange Securities in the ordinary course of such Holder's
business and has no arrangements with any person to participate in the
distribution of the Exchange Securities) to trade such Exchange Securities from
and after their receipt without any limitations or restrictions under the Act
and without material restrictions under the securities laws of a substantial
proportion of the several states of the United States.

         (c) In connection with the Registered Exchange offer, the Company
shall:

                  (i) mail to each Holder a copy of the Prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (ii) keep the Registered Exchange Offer open for not less than
         30 days and not more than 45 days after the date notice thereof is
         mailed to the Holders (or longer if required by applicable law);

                  (iii) utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan, The City of
         New York; and



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                  (iv) comply in all respects with all applicable laws.

         (d) As soon as practicable after the close of the Registered Exchange
Offer, the Company shall:

                  (i) accept for exchange all Securities tendered and not
         validly withdrawn pursuant to the Registered Exchange Offer;

                  (ii) deliver to the Trustee for cancellation all Securities so
         accepted for exchange; and

                  (iii) cause the Trustee promptly to authenticate and deliver
         to each Holder of Securities, Exchange Securities equal in principal
         amount to the Securities of such Holder so accepted for exchange.

         (e) The Initial Purchasers and the Company acknowledge that, pursuant
to current interpretations by the Commission's staff of Section 5 of the Act,
and in the absence of an applicable exemption therefrom, each Exchanging Dealer
is required to deliver a Prospectus in connection with a sale of any Exchange
Securities received by such Exchanging Dealer pursuant to the Registered
Exchange offer in exchange for Securities acquired for its own account as a
result of market-making activities or other trading activities. Accordingly, the
Company shall, to the extent permitted by the Commission:

                  (i) include the information set forth in Annex A hereto on the
         cover of the Exchange Offer Registration Statement, in Annex B hereto
         in the forepart of the Exchange Offer Registration Statement in a
         section setting forth details of the Exchange Offer, in Annex C hereto
         in the underwriting or plan of distribution section of the Prospectus
         forming a part of the Exchange Offer Registration Statement, and in
         Annex D hereto in the Letter of Transmittal delivered pursuant to the
         Registered Exchange Offer; and

                  (ii) use its best efforts to keep the Exchange Offer
         Registration Statement continuously effective under the Act during the
         Exchange Offer Registration Period for delivery by Exchanging Dealers
         in connection with sales of Exchange Securities received pursuant to
         the Registered Exchange Offer, as contemplated by Section 4(h) below.

         (f) In the event that any Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold allotment, at the
request of such Initial Purchaser, the Company shall issue and deliver to such
Initial Purchaser or the party purchasing Exchange Securities registered under a
Shelf Registration Statement as contemplated by Section 3 hereof from such
Initial Purchaser, in exchange for such Securities, a like



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principal amount of Exchange Securities. The Company shall seek to cause the
CUSIP Service Bureau to issue the same CUSIP number for such Exchange Securities
as for Exchange Securities issued pursuant to the Registered Exchange Offer.

         3. SHELF REGISTRATION. If, (i) because of any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to
effect the Registered Exchange Offer as contemplated by Section 2 hereof, or
(ii) for any other reason the Exchange Offer Registration Statement is not
declared effective within 150 days after the Closing Date or the Registered
Exchange Offer is not consummated within 180 days after the Closing Date, or
(iii) any Initial Purchaser so requests with respect to Securities (or any
Exchange Securities received pursuant to Section 2(f)) not eligible to be
exchanged for Exchange Securities in a Registered Exchange Offer or, in the
case of any Initial Purchaser that participates in any Registered Exchange
Offer, such Initial Purchaser does not receive freely tradeable Exchange
Securities, or (iv) any Holder (other than an Initial Purchaser) is not
eligible to participate in the Registered Exchange Offer or (v) in the case
of any such Holder that participates in the Registered Exchange Offer, such
Holder does not receive freely tradable Exchange Securities in exchange for
tendered Securities, other than by reason of such Holder being an Affiliate
of the Company within the meaning of the Act (it being understood that, for
purposes of this Section 3, (x) the requirement that an Initial Purchaser
deliver a Prospectus containing the information required by Items 507 and/or
508 of Regulation S-K under the Act in connection with sales of Exchange
Securities acquired in exchange for such Securities shall result in such
Exchange Securities being not "freely tradeable" but (y) the requirement that
an Exchanging Dealer deliver a Prospectus in connection with sales of
Exchange Securities acquired in the Registered Exchange Offer in exchange for
Securities acquired as a result of market-making activities or other trading
activities shall not result in such Exchange Securities being not "freely
tradeable"), then the following provisions shall apply:

                  (a) The Company shall as promptly as practicable (but in no
         event more than 30 days after so required or requested pursuant to this
         Section 3), file with the Commission and thereafter shall use its best
         efforts to cause to be declared effective under the Act by the 180th
         day after the issuance of the Securities a Shelf Registration Statement
         relating to the offer and sale of the Securities or the Exchange
         Securities, as applicable, by the Holders from time to time in
         accordance with the methods of distribution elected by such Holders and
         set forth in such Shelf Registration Statement (such Securities or
         Exchange Securities, as applicable, to be sold by such Holders under
         such Shelf Registration Statement being referred to herein as
         "Registration Securities"); PROVIDED, HOWEVER, that, with respect to
         Exchange Securities received by an Initial Purchaser in exchange for
         Securities constituting any portion of an unsold allotment, the Company
         may, if permitted by current interpretations by the Commission's staff,
         file a post-effective amendment to the Exchange Offer



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         Registration Statement containing the information required by
         Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of
         its obligations under this paragraph (a) with respect thereto, and any
         such Exchange Offer Registration Statement, as so amended, shall be
         referred to herein as, and governed by the provisions herein applicable
         to, a Shelf Registration Statement.

                  (b) The Company shall use its best efforts to keep the Shelf
         Registration Statement continuously effective in order to permit the
         Prospectus forming part thereof to be usable by Holders for a period of
         two years from the date the Shelf Registration Statement is declared
         effective by the Commission (or for a period of one year from the date
         the Shelf Registration Statement is declared effective and such Shelf
         Registration Statement is filed at the request of an Initial Purchaser)
         or such shorter period that will terminate when all the Securities or
         Exchange Securities, as applicable, covered by the Shelf Registration
         Statement have been sold pursuant to the Shelf Registration Statement
         (in any such case, such period being called the "Shelf Registration
         Period"). The Company shall be deemed not to have used its best efforts
         to keep the Shelf Registration Statement effective during the Shelf
         Registration Period if it voluntarily takes any action that would
         result in Holders of securities covered thereby not being able to offer
         and sell such securities during that period, unless (i) such action is
         required by applicable law or (ii) such action is taken by the Company
         in good faith and for valid business reasons (not including avoidance
         of the Company's obligation hereunder), including the acquisition or
         divestiture of assets, so long as the Company promptly thereafter
         complies with the requirements of Section 4(k) hereof, if applicable.

         4. REGISTRATION PROCEDURES. In connection with any Shelf Registration
Statement and, to the extent applicable, any Exchange Offer Registration
Statement, the following provisions shall apply:

                  (a) The Company shall furnish to you, prior to the filing
         thereof with the Commission, a copy of any Shelf Registration Statement
         and any Exchange Offer Registration Statement, each amendment thereof
         and each amendment or supplement, if any, to the Prospectus included
         therein and shall use its best efforts to reflect in each such
         document, when so filed with the Commission, such comments as you or
         any Holder reasonably may propose.

                  (b) The Company shall ensure that (i) any Registration
         Statement and any amendment thereto and any Prospectus forming part
         thereof and any amendment or supplement thereto complies in all
         material respects with the Act and the rules and regulations
         thereunder, (ii) any Registration Statement and any amendment thereto
         does not, when it becomes effective, contain an untrue statement of a
         material fact or omit to state a material fact required to be stated




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         therein or necessary to make the statements therein not misleading and
         (iii) any Prospectus forming part of any Registration Statement, and
         any amendment or supplement to such Prospectus, does not include an
         untrue statement of a material fact or omit to state a material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading.

                  (c) (1) The Company shall advise you and, in the case of a
         Shelf Registration Statement, the Holders of securities covered
         thereby, and, if requested by you or any such Holder, confirm such
         advice in writing:

                           (i) when a Registration Statement and any amendment
                  thereto has been filed with the Commission and when the
                  Registration Statement or any post-effective amendment thereto
                  has become effective; and

                           (ii) of any request by the Commission for amendments
                  or supplements to the Registration Statement or the Prospectus
                  included therein or for additional information.

                  (2) The Company shall advise you and, in the case of a Shelf
         Registration Statement, the Holders of securities covered thereby, and,
         in the case of an Exchange Offer Registration Statement, any Exchanging
         Dealer that has provided in writing to the Company a telephone or
         facsimile number and address for notices, and, if requested by you or
         any such Holder or Exchanging Dealer, confirm such advice in writing:

                           (i) of the issuance by the Commission of any stop
                  order suspending the effectiveness of the Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                           (ii) of the receipt by the Company of any
                  notification with respect to the suspension of the
                  qualification of the securities included therein for sale in
                  any jurisdiction or the initiation or threatening of any
                  proceeding for such purpose; and

                           (iii) of the happening of any event that requires the
                  making of any changes in the Registration Statement or the
                  Prospectus so that, as of such date, the statements therein
                  are not misleading and do not omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein (in the case of the Prospectus, in the
                  light of the circumstances under which they were made) not
                  misleading (which advice shall be accompanied by an
                  instruction to suspend the use of the Prospectus until the
                  requisite changes have been made).



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                  (d) The Company shall use its best efforts to obtain the
         withdrawal of any order suspending the effectiveness of any
         Registration Statement at the earliest possible time.

                  (e) The Company shall furnish to each Holder of securities
         included within the coverage of any Shelf Registration Statement,
         without charge, at least one copy of such Shelf Registration Statement
         and any posteffective amendment thereto, including financial statements
         and schedules, and, if the Holder so requests in writing, any documents
         incorporated by reference therein and all exhibits thereto (including
         those incorporated by reference therein).

                  (f) The Company shall, during the Shelf Registration Period,
         deliver to each Holder of securities included within the coverage of
         any Shelf Registration Statement, without charge, as many copies of the
         Prospectus (including each preliminary Prospectus) included in such
         Shelf Registration Statement and any amendment or supplement thereto as
         such Holder may reasonably request; and the Company consents to the use
         of the Prospectus or any amendment or supplement thereto by each of the
         selling Holders of securities in connection with the offering and sale
         of the securities covered by the Prospectus or any amendment or
         supplement thereto.

                  (g) The Company shall furnish to each Exchanging Dealer that
         so requests, without charge, at least one copy of the Exchange Offer
         Registration Statement and any post-effective amendment thereto,
         including financial statements and schedules and, if the Exchanging
         Dealer so requests in writing, any documents incorporated by reference
         therein and all exhibits thereto (including those incorporated by
         reference therein).

                  (h) The Company shall, during the Exchange Offer Registration
         Period, promptly deliver to each Exchanging Dealer, without charge, as
         many copies of the Prospectus included in such Exchange Offer
         Registration Statement and any amendment or supplement thereto as such
         Exchanging Dealer may reasonably request for delivery by such
         Exchanging Dealer in connection with a sale of Exchange Securities
         received by it pursuant to the Registered Exchange Offer; and the
         Company consents to the use of the Prospectus or any amendment or
         supplement thereto by any such Exchanging Dealer, as aforesaid.

                  (i) Prior to the Registered Exchange Offer or any other
         offering of securities pursuant to any Registration Statement, the
         Company shall register or qualify or cooperate with the Holders of
         securities included therein and their respective counsel in connection
         with the registration or qualification of such securities for offer and
         sale under the securities or blue sky laws of such jurisdictions as any
         such Holder reasonably requests in writing and do any and all



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         other acts or things necessary or advisable to enable the offer and
         sale in such jurisdictions of the securities covered by such
         Registration Statement; PROVIDED, HOWEVER, that the Company will not be
         required to qualify generally to do business in any jurisdiction where
         it is not then so qualified or to take any action that would subject it
         to general service of process or to taxation in any such jurisdiction
         where it is not then so subject.

                  (j) The Company shall cooperate with the Holders of Securities
         to facilitate the timely preparation and delivery of certificates
         representing Securities to be sold pursuant to any Registration
         Statement free of any restrictive legends and in such denominations and
         registered in such names as Holders may request prior to sales of
         securities pursuant to such Registration Statement.

                  (k) Upon the occurrence of any event contemplated by paragraph
         (c)(2)(iii) above, the Company shall promptly prepare a post-effective
         amendment to any Registration Statement or an amendment or supplement
         to the related Prospectus or file any other required document so that,
         as thereafter delivered to purchasers of the securities included
         therein, the Prospectus will not include an untrue statement of a
         material fact or omit to state any material fact necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading.

                  (l) Not later than the effective date of any such Registration
         Statement hereunder, the Company shall provide a CUSIP number for the
         Securities or Exchange Securities, as the case may be, registered under
         such Registration Statement, and provide the Trustee with printed
         certificates for such Securities or Exchange Securities, in a form, if
         requested by the applicable Holder or Holder's Counsel, eligible for
         deposit with The Depository Trust Company or any successor thereto
         under the Indenture.

                  (m) The Company shall use its best efforts to comply with all
         applicable rules and regulations of the Commission to the extent and so
         long as they are applicable to the Registered Exchange Offer or the
         Shelf Registration and will make generally available to its security
         holders a consolidated earnings statement (which need not be audited)
         covering a twelve-month period commencing after the effective date of
         the Registration Statement and ending not later than 15 months
         thereafter, as soon as practicable after the end of such period, which
         consolidated earnings statement shall satisfy the provisions of Section
         11(a) of the Act.

                  (n) The Company shall cause the Indenture to be qualified
         under the Trust Indenture Act of 1939, as amended, on or prior to the
         effective date of any Shelf Registration Statement or Exchange Offer
         Registration Statement.



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                  (o) The Company may require each Holder of securities to be
         sold pursuant to any Shelf Registration Statement to furnish to the
         Company such information regarding the Holder and the distribution of
         such securities as the Company may from time to time reasonably require
         for inclusion in such Registration Statement.

                  (p) The Company shall, if requested, promptly incorporate in a
         Prospectus supplement or posteffective amendment to a Shelf
         Registration Statement, such information as the Managing Underwriters
         and Majority Holders reasonably agree, and thereafter reasonably
         request, to be included therein and shall make all required filings of
         such Prospectus supplement or post-effective amendment as soon as
         notified of the matters to be incorporated in such Prospectus
         supplement or post-effective amendment.

                  (q) In the case of any Shelf Registration Statement, the
         Company shall enter into such agreements (including underwriting
         agreements) and take all other appropriate actions in order to expedite
         or facilitate the registration or the disposition of the Securities,
         and in connection therewith, if an underwriting agreement is entered
         into, cause the same to contain indemnification provisions and
         procedures no less favorable than those set forth in Section 6 hereof
         (or such other provisions and procedures reasonably acceptable to the
         Majority Holders and the Managing Underwriters, if any), with respect
         to all parties to be indemnified pursuant to Section 6 hereof from
         Holders of Securities to the Company.

                  (r) In the case of any Shelf Registration Statement, the
         Company shall (i) make reasonably available for inspection by the
         Holders of securities to be registered thereunder, any underwriter
         participating in any disposition pursuant to such Registration
         Statement, and any attorney, accountant or other agent retained by the
         Holders or any such underwriter all relevant financial and other
         records, pertinent corporate documents and properties of the Company
         and its subsidiaries; (ii) cause the Company's officers, directors and
         employees to supply all relevant information reasonably requested by
         the Holders or any such underwriter, attorney, accountant or agent in
         connection with any such Registration Statement as is customary for
         similar due diligence examinations; PROVIDED, HOWEVER, that any
         information that is designated in writing by the Company, in good
         faith, as confidential at the time of delivery of such information
         shall be kept confidential by the Holders or any such underwriter,
         attorney, accountant or agent, unless such disclosure is made in
         connection with a court proceeding or required by law, or such
         information becomes available to the public generally or through a
         third party without an accompanying obligation of confidentiality;
         (iii) make such representations and warranties to the Holders of
         securities registered thereunder and the underwriters, if any, in form,
         substance and scope as are customarily



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         made by issuers to underwriters in primary underwritten offerings; (iv)
         obtain opinions of counsel to the Company (which counsel and opinions
         (in form, scope and substance) shall be reasonably satisfactory to the
         Managing Underwriters, if any) addressed to each selling Holder and the
         underwriters, if any, covering such matters as are customarily covered
         in opinions requested in underwritten offerings and such other matters
         as may be reasonably requested by such Holders and underwriters; (v)
         obtain "cold comfort" letters (or, in the case of any person that does
         not satisfy the conditions for receipt of a "cold comfort" letter
         specified in Statement on Auditing Standards No. 72, an "agreed-upon
         procedures" letter) and updates thereof from the independent certified
         public accountants of the Company (and, if necessary, any other
         independent certified public accountants of any subsidiary of the
         Company or of any business acquired by the Company for which financial
         statements and financial data are, or are required to be, included in
         the Registration Statement), addressed to each selling Holder of
         securities registered thereunder and the underwriters, if any, in
         customary form and covering matters of the type customarily covered in
         "cold comfort" letters in connection with primary underwritten
         offerings; and (vi) deliver such documents and certificates as may be
         reasonably requested by the Majority Holders and the Managing
         Underwriters, if any, including those to evidence compliance with
         Section 4(k) and with any customary conditions contained in the
         underwriting agreement or other agreement entered into by the Company.
         The foregoing actions set forth in clauses (iii), (iv), (v) and (vi) of
         this Section 4(r) shall be performed (A) on the effective date of such
         Registration Statement and each post-effective amendment thereto and
         (B) at each closing under any underwriting or similar agreement as and
         to the extent required thereunder.

                  (s) In the case of any Exchange Offer Registration Statement,
         the Company shall (i) make reasonably available for inspection by each
         Initial Purchaser, and any attorney, accountant or other agent retained
         by such Initial Purchaser, all relevant financial and other records,
         pertinent corporate documents and properties of the Company and its
         subsidiaries; or (ii) cause the Company's officers, directors and
         employees to supply all relevant information reasonably requested by
         such Initial Purchaser or any such attorney, accountant or agent in
         connection with any such Registration Statement as is customary for
         similar due diligence examinations; PROVIDED, HOWEVER, that any
         information that is designated in writing by the Company, in good
         faith, as confidential at the time of delivery of such information
         shall be kept confidential by such Initial Purchaser or any such
         attorney, accountant or agent, unless such disclosure is made in
         connection with a court proceeding or required by law, or such
         information becomes available to the public generally or through a
         third party without an accompanying obligation of confidentiality.



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         5. REGISTRATION EXPENSES. The Company shall bear all expenses incurred
in connection with the performance of its obligations under Sections 2, 3 and 4
hereof and, in the event of any Shelf Registration Statement, will reimburse the
Holders for the reasonable fees and disbursements of one firm or counsel (in
addition to one local counsel in each relevant jurisdiction) designated by the
Majority Holders to act as counsel for the Holders in connection therewith
("Holders' Counsel"), and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchasers for the reasonable fees and
disbursements of counsel acting in connection therewith, in an amount not to
exceed $50,000.

         6. INDEMNIFICATION AND CONTRIBUTION.

         (a) In connection with any Registration Statement, the Company agrees
to indemnify and hold harmless each Holder of securities covered thereby
(including each Initial Purchaser and, with respect to any Prospectus delivery
as contemplated in Section 4(h) hereof, each Exchanging Dealer), the directors,
officers, employees and agents of each such Holder and each other person, if
any, who controls any such Holder within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become subject
under the Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement as originally filed or in any amendment thereof, or
in any preliminary Prospectus or Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the
Company will not be liable in any case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any such Holder specifically for inclusion therein;
PROVIDED FURTHER, HOWEVER, that with respect to any untrue statement or omission
of a material fact made in any preliminary Prospectus, the indemnity agreement
contained in this Section 6 shall not inure to the benefit of any indemnified
party under this indemnity agreement from whom the person asserting any such
loss, claim, damage or liability purchased the Securities concerned, to the
extent that any such loss, claim, damage or liability of such party occurs under
the circumstance where it shall have been determined by a court of competent
jurisdiction by final and nonappealable judgment that (i) the Company had
previously furnished copies of the Prospectus to such party, (ii) delivery of
the Prospectus was required by the Act to be made to such person, (iii) the




                                       13
<PAGE>

untrue statement or omission of a material fact contained in the preliminary
Prospectus was corrected in the Prospectus and (IV) there was not sent or given
to such person, at or prior to the written confirmation of the sale of such
Securities to such person, a copy of the Prospectus. This indemnity agreement
will be in addition to any liability that the Company may otherwise have.

         The Company also agrees to indemnify or contribute to Losses (as
defined below) of, as provided in Section 6(d), any underwriters of Securities
registered under a Shelf Registration Statement, their officers, directors,
employees and agents and each person who controls such underwriters on
substantially the same basis as that of the indemnification of the Initial
Purchasers and the selling Holders provided in this Section 6(a) and shall, if
requested by any Holder, enter into an underwriting agreement reflecting such
agreement, as provided in Section 4(q) hereof.

         (b) Each Holder of securities covered by a Registration Statement
(including each Initial Purchaser and, with respect to any Prospectus delivery
as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally and
not jointly agrees to indemnify and hold harmless the Company, each of its
directors and officers and each other person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act to
the same extent as the foregoing indemnity from the Company to each such Holder,
but only with reference to written information relating to such Holder furnished
to the Company by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability that any such Holder may otherwise have.

         (c) Promptly after receipt by an indemnified party under this Section 6
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 6, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); PROVIDED, HOWEVER, that such counsel shall be
reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ



                                       14
<PAGE>

one separate counsel (in addition to one local counsel in each jurisdiction),
and the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel (and local counsel) if (i) the use of counsel chosen by
the indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest, (ii) the actual or potential defendants in,
or targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties that are different from or additional to those available to the
indemnifying party, (iii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of the institution of such action or
(iv) the indemnifying party shall authorize the indemnified party to employ
separate counsel at the expense of the indemnifying party. An indemnifying party
will not, without the prior written consent of the indemnified parties, settle
or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

         (d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section 6 is unavailable to or insufficient to hold harmless an indemnified
party for any reason, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall have a joint and several obligation
to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which such
indemnified party may be subject in such proportion as is appropriate to reflect
the relative benefits received by such indemnifying party, on the one hand, and
such indemnified party, on the other hand, from the Initial Placement and the
Registration Statement that resulted in such Losses; PROVIDED, HOWEVER, that in
no case shall any Initial Purchaser or any subsequent Holder of any Security or
Exchange Security be responsible, in the aggregate, for any amount in excess of
the purchase discount or commission applicable to such Security, or in the case
of an Exchange Security, applicable to the Security that was exchangeable into
such Exchange Security, as set forth on the cover page of the Final Memorandum,
nor shall any underwriter be responsible for any amount in excess of the
underwriting discount or commission applicable to the Securities purchased by
such underwriter under the Registration Statement that resulted in such Losses.
If the allocation provided by the immediately preceding sentence is unavailable
for any reason, the indemnifying party and the indemnified party shall
contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions that resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company



                                       15
<PAGE>

shall be deemed to be equal to the total net proceeds from the Initial Placement
(before deducting expenses) as set forth on the cover page of the Final
Memorandum. Benefits received by the Initial Purchasers shall be deemed to be
equal to the total purchase discounts and commissions as set forth on the cover
page of the Final Memorandum, and benefits received by any other Holders shall
be deemed to be equal to the value of receiving Securities or Exchange
Securities, as applicable, registered under the Act. Benefits received by any
underwriter shall be deemed to be equal to the total underwriting discounts and
commissions, as set forth on the cover page of the Prospectus forming a part of
the Registration Statement that resulted in such Losses. Relative fault shall be
determined by reference to whether any alleged untrue statement or omission
relates to information provided by the indemnifying party, on the one hand, or
by the indemnified party, on the other hand. The parties agree that it would not
be just and equitable if contribution were determined by pro rata allocation or
any other method of allocation that does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 6, each person who controls a Holder within the meaning of either
the Act or the Exchange Act and each director, officer, employee and agent of
such Holder shall have the same rights to contribution as such Holder, and each
person who controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d).

         (e) The provisions of this Section 6 will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder, the
Company or any underwriter or any of the officers, directors or controlling
persons referred to in this Section 6 and will survive the sale by a Holder of
securities covered by a Registration Statement.

         7. MISCELLANEOUS.

         (a) NO INCONSISTENT AGREEMENTS. The Company has not, as of the date
hereof, entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

         (b) AMENDMENTS AND WAIVERS. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Holders of at least a majority of the then outstanding aggregate principal
amount of Securities (or, after the



                                       16
<PAGE>

consummation of any Exchange Offer in accordance with Section 2 hereof, of
Exchange Securities); PROVIDED that, with respect to any matter that directly or
indirectly materially and adversely affects the rights of any Initial Purchaser
hereunder, the Company shall obtain the written consent of each such Initial
Purchaser against which such amendment, qualification, supplement, waiver or
consent is to be effective. Notwithstanding the foregoing (except the foregoing
proviso), a waiver or consent to departure from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders whose
securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect the rights of other Holders may be given by the
Majority Holders, determined on the basis of securities being sold rather than
registered under such Registration Statement.

         (c) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier, or air courier guaranteeing overnight delivery:

                  (i) if to a Holder, at the most current address given by such
         Holder to the Company in accordance with the provisions of this Section
         7(c), which address initially is, with respect to each Holder, the
         address of such Holder maintained by the registrar under the Indenture,
         with a copy in like manner to Salomon Smith Barney Inc. by fax ((212)
         816-7912) and confirmed by mail to it at 388 Greenwich Street, New
         York, New York 10013, attention: General Counsel;

                  (ii) if to you, initially at the address set forth in the
         Purchase Agreement; and

                  (iii) if to the Company, initially at its address set forth in
         the Purchase Agreement.

         All such notices and communications shall be deemed to have been duly
given when received.

         The Initial Purchasers or the Company by notice to the other may
designate additional or different addresses for subsequent notices or
communications.



                                       17
<PAGE>

         (d) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company or subsequent Holders of Securities and/or Exchange Securities. The
Company hereby agrees to extend the benefits of this Agreement to any Holder of
Securities and/or Exchange Securities and any such Holder may specifically
enforce the provisions of this Agreement as if an original party hereto.

         (e) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (f) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (g) APPLICABLE LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK.

         (h) SEVERABILITY. In the event that any one of more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

         (i) SECURITIES HELD BY THE COMPANY. ETC. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Securities
or Exchange Securities is required hereunder, Securities or Exchange Securities,
as applicable, held by the Company or its Affiliates (other than subsequent
Holders of Securities or Exchange Securities if such subsequent Holders are
deemed to be Affiliates solely by reason of their holdings of such Securities or
Exchange Securities) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

         (j) If the sale of the Securities is not consummated and the Indenture
is not executed on the Closing Date, this Agreement shall be terminated without
any further action by any party and shall no longer be in force and effect, and
no party shall have any further liability or obligation under this Agreement.





                                       18
<PAGE>

<PAGE>


         Please confirm that the foregoing correctly sets forth the agreement
between the Company and you.

                                      Very truly yours,

                                      FAIRPOINT COMMUNICATIONS, INC.



                                      By:  /s/ Walter E. Leach, Jr.
                                           ---------------------------
                                          Name:   Walter E. Leach, Jr.
                                          Title:  CFO & Sr. V.P.


The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written

SALOMON SMITH BARNEY INC.
DEUTSCHE BANK SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
DONALDSON, LUFKIN & JENRETTE
      SECURITIES CORPORATION
FIRST UNION SECURITIES, INC.



By:  SALOMON SMITH BARNEY INC.



By: /s/ Darren Friedman
   -----------------------------
    Name:  Darren Friedman
    Title: Vice President




                                       19
<PAGE>



                                                                         ANNEX A




Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Act. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of Exchange Securities received in exchange for
Securities where such Exchange Securities were acquired by such broker-dealer as
a result of market-making activities or other trading activities. The Company
has agreed that, starting on the date hereof (the "Expiration Date") and ending
on the close of business on the first anniversary of the Expiration Date, it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."



<PAGE>


                                                                         ANNEX B



Each broker-dealer that receives Exchange Securities for its own account in
exchange for Securities, where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."





<PAGE>


                                                                         ANNEX C




                              PLAN OF DISTRIBUTION

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities.
The Prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for Securities where such Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, starting on the Expiration Date and ending on the close of business
on the first anniversary following the Expiration Date, it will make this
Prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale. In addition, until , 2000, all dealers
effecting transactions in the Exchange Securities may be required to deliver a
prospectus.(1)

         The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to Initial Purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from any such broker-dealer and/or the Initial
Purchasers of any such Exchange Securities. Any broker-dealer that resells
Exchange Securities that were received by it for its own account pursuant to the
Registered Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Securities may be deemed to be an "underwriter"
within the meaning of the Act and any profit of any such resale of Exchange
Securities and any commissions or concessions received by any such persons may
be deemed to be underwriting compensation under the Act. The Letter of
Transmittal states that by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Act.

         For a period of one year after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holders of the Securities) other than commissions or

---------------------
(1)      In addition, the legend required by Item 502(e) of Regulation S-K will
         appear on the back cover page of the Exchange Offer prospectus.

<PAGE>

concessions of any brokers or dealers and will indemnify the holders of the
Securities (including any broker-dealers) against certain liabilities, including
liabilities under the Act.

         [If applicable, add information required by Regulation S-K Items 507
and/or 508.]






                                       2
<PAGE>


                                                                         ANNEX D



                                     RIDER A

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES
OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:
        --------------------------------
Address:
        --------------------------------

        --------------------------------


                                     RIDER B

If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Securities that were acquired as
a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Act.