Exhibit 4.3


 




	
  

  	
  THESE WARRANTS
  WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
  EXPIRATION DATE (AS DEFINED IN THE WARRANT AGREEMENT (AS DEFINED ON THE
  REVERSE HEREOF)) FAIRPOINT COMMUNICATIONS, INC. WARRANT CERTIFICATE This Warrant
  Certificate (“Warrant Certificate”) certifies that or its registered assigns
  is the registered holder of the number of Warrants (the “Warrants”) set forth
  above to purchase shares (the “Shares”) of common stock, par value $0.01 per
  share (the “Common Stock”), of FairPoint Communications, Inc., a Delaware
  corporation (the “Company”). Each Warrant expires at 5:00 p.m., New York City
  Time, on the Expiration Date and entitles the holder, upon proper exercise
  and payment of the applicable exercise price (the “Exercise Price”), to
  receive from the Company, as adjusted and provided in the Warrant Agreement,
  one fully paid and non-assessable Share at the Exercise Price. All
  capitalized terms used in this Warrant Certificate but not defined on either
  side herein shall have the meanings given in the Warrant Agreement. The
  initial Exercise Price shall be $48.81. The Exercise Price and the number of
  Shares issuable upon the exercise of each Warrant are subject to adjustment
  upon the occurrence of certain events as set forth in the Warrant Agreement.
  The amount payable for the Shares shall be the Exercise Price multiplied by
  the number of Shares in respect of which any Warrants are being exercised
  (the “aggregate Exercise Price”), payable to the order of the Company either
  by certified or official bank or bank cashier’s check, or by wire transfer in
  immediately available funds to an account of the Warrant Agent specified in
  writing by the Warrant Agent for such purpose, no later than 5:00 p.m., New
  York City time, on the business day immediately prior to the settlement date,
  which settlement date is three business days after a Warrant Exercise Notice
  (as defined on the reverse hereof) is delivered (the “Settlement Date”). In
  lieu of paying the aggregate Exercise Price as set forth in the preceding
  paragraph, subject to the provisions of the Warrant Agreement, the holder of
  the Warrants shall have the right to exercise the Warrants by instructing the
  Company to withhold from issuance a number of Shares issuable upon exercise
  of the Warrants (a “Cashless Exercise”) which when multiplied by the Market
  Price of the Common Stock is equal to the aggregate Exercise Price for the
  number of Shares for which the Warrants are being exercised (assuming the
  Exercise Price for all such Shares was being paid in cash), and such withheld
  Shares shall no longer be issuable under the Warrants. To the extent that any
  provision hereof conflicts with any provision of the Warrant Agreement, the
  provision in the Warrant Agreement shall control. No Warrants may be
  exercised prior to the date of the Warrant Agreement or after the Expiration
  Date. After the Expiration Date, the Warrants will become wholly void and of
  no value. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT
  CERTIFICATE SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL
  FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS
  PLACE. This Warrant Certificate shall not be valid unless countersigned by
  the Warrant Agent. This Warrant Certificate shall be governed and construed
  in accordance with the internal laws of the State of New York, including New
  York General Obligations Law § 5-1401. IN WITNESS WHEREOF, the Company has
  caused this Warrant Certificate to be executed by its duly authorized officer.
  Dated: WA R R A N T S CUSIP 305560 11 2 FAIRPOINT COMMUNICATIONS, INC.
  INCORPORATED
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  DELAWARE SEAL COUNTERSIGNED AND REGISTERED: THE BANK OF NEW YORK MELLON AS
  WARRANT AGENT BY: AUTHORIZED SIGNATURE Executive Vice President, General
  Counsel and Secretary Vice President and Treasurer FAIRPOINT COMMUNICATIONS,
  INC. By: FRPW NUMBER AMERICAN BANK NOTE COMPANY.