Exhibit 4.1


 




	
  

  	
  FRPC CUSIP
  305560 30 2 FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR
  VALUE, OF FAIRPOINT COMMUNICATIONS, INC., transferable only on the share
  register of the Corporation, in person or by duly authorized attorney, upon
  surrender of this Certificate properly endorsed or assigned. This Certificate
  is not valid unless countersigned and registered by the Transfer Agent and
  Registrar. WITNESS the facsimile Seal of the Corporation and the facsimile
  signatures of its duly authorized officers to be hereunto affixed. Dated:
  FAIRPOINT COMMUNICATIONS, INC. INCORPORATED
  IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII
  DELAWARE SEAL Executive Vice President, General Counsel and Secretary THIS
  CERTIFIES THAT IS THE RECORD HOLDER OF a Delaware Corporation COMMON STOCK
  COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE IN JERSEY CITY, NJ, NEW YORK,
  NY AND PITTSBURGH, PA COUNTERSIGNED AND REGISTERED: THE BANK OF NEW YORK
  MELLON TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE Vice President
  and Treasurer AMERICAN BANK NOTE COMPANY.

  






 


 














	
  

  	
  THE
  SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
  STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS, AND CREDIT UNIONS WITH
  MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO
  S.E.C. RULE 17AD-15. TEN COM — as tenants in common TEN ENT — as tenants by
  the entireties JT TEN — as joint tenants with right of survivorship and not
  as tenants in common UNIF GIFT MIN ACT — Custodian (Cust) (Minor) under Uniform
  Gifts to Minors Act (State) Additional abbreviations may also be used though
  not in the above list. FOR VALUE RECEIVED, HEREBY SELL, ASSIGN AND TRANSFER
  UNTO PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
  ASSIGNEE) Shares represented by the within Certificate, and do hereby
  irrevocably constitute and appoint Attorney to transfer the said Shares on
  the books of the within named Corporation with full power of substitution in
  the premises. Dated THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH
  THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
  WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. X X NOTICE: The
  following abbreviations, when used in the inscription on the face of this
  Certificate, shall be construed as though they were written out in full
  according to applicable laws or regulations: SIGNATURE(S) GUARANTEED: KEEP
  THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
  DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
  THE ISSUANCE OF A REPLACEMENT CERTIFICATE. FairPoint Communications, Inc.
  will furnish to any shareholder, on request in writing and without charge, a
  statement of the designations, relative rights, preferences and limitations
  applicable to each class of the Corporation’s stock, the variations in
  rights, preferences and limitations determined for each series of the
  Corporation’s stock, and the authority of the Corporation’s board of
  directors to determine variations for future series of the Corporation’s
  stock. Requests should be directed to the Corporation’s General Counsel at
  FairPoint Communications, Inc., 521 E. Morehead Street, Suite 500, Charlotte,
  NC, 28202.