Exhibit 4.3


 


SECOND SUPPLEMENTAL INDENTURE


 


SECOND
SUPPLEMENTAL INDENTURE dated as of July 17, 2009 (the “Second
Supplemental Indenture”), by and between FairPoint Communications, Inc.,
a Delaware corporation (the “Company”), and U.S. Bank National Association,
as trustee (the “Trustee”), to the Indenture, dated as of March 31,
2008 (the “Original Indenture”), by and between Northern New England
Spinco Inc., a Delaware corporation (“Spinco”), and the Trustee, as
amended by the Supplemental Indenture, dated as of March 31, 2008, by and
between the Company and the Trustee (the “Supplemental Indenture”, and
together with the Original Indenture, the “Indenture”).  Capitalized terms used in this Second
Supplemental Indenture and not otherwise defined herein shall have the meanings
assigned to such terms in the Indenture.


 


WITNESSETH:


 


WHEREAS,
Spinco has heretofore executed and delivered to the Trustee the Original
Indenture providing for the issuance of 131/8%
Senior Notes due 2018 (the “Notes”);


 


WHEREAS,
Spinco merged with and into the Company with the Company continuing as the
surviving corporation;


 


WHEREAS,
the Company was not a party to the Original Indenture, and therefore executed
and delivered to the Trustee the Supplemental Indenture whereby the Company agreed
to join in the Original Indenture;


 


WHEREAS,
Section 9.02 of the Indenture provides that the Company and the Trustee
may, with the consent of the Holders of at least a majority in principal amount
of the Notes then outstanding (including, without limitation, consents obtained
in connection with the purchase of, or tender offer or exchange offer for, the
Notes) (the “Requisite Consents”), amend or supplement the Indenture or
the Notes;


 


WHEREAS,
the Company has initiated an exchange offer with respect to the outstanding
Notes (the “Exchange Offer”) upon the terms and subject to the
conditions set forth in the Exchange Offer Memorandum and Consent Solicitation
Statement, dated June 24, 2009, as the same may be amended, supplemented
or modified (the “Offering Memorandum”);


 


WHEREAS,
the Exchange Offer is conditioned upon, among other things, the proposed
amendments (the “Proposed Amendments”) to the Indenture and the Notes
set forth herein having been approved by the Company obtaining the Requisite
Consents, with the effectiveness of such Proposed Amendments with respect to
the Indenture and the Notes being subject to the acceptance by the Company for
exchange the Notes


 


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tendered in the Exchange Offer and, as applicable, the
payment of the Consideration for Tenders (as defined in the Offering
Memorandum) and the Early Consent Payment (as defined in the Offering
Memorandum) by the Company, in each case, in accordance with the terms and
subject to the conditions contained in the Offering Memorandum (the “Acceptance”);


 


WHEREAS,
the Company has received and delivered to the Trustee the Requisite Consents to
effect the Proposed Amendments under the Indenture and the Notes;


 


WHEREAS,
the Company has been authorized by a resolution of its Board of Directors to
enter into this Second Supplemental Indenture; and


 


WHEREAS,
all other acts and proceedings required by law, by the Indenture, the eighth
amended and restated certificate of incorporation of the Company and the
amended restated by-laws of the Company to make this Second Supplemental
Indenture a valid and binding agreement of the Company for the purposes
expressed herein, in accordance with its terms, have been duly done and
performed.


 


NOW
THEREFORE, in consideration of the premises and the covenants and agreements
contained herein, and for other good and valuable consideration the receipt of
which is hereby acknowledged, and for the equal and proportionate benefit of
the Holders of the Notes, the Company and the Trustee hereby agree as follows:


 


Article I.


 


Amendments to the Indenture
and the Notes


 


1.1           Amendment
of Section 3.08.  Section 3.08 of the Indenture is hereby
deleted in its entirety and Section 3.08 is replaced with the following: “[intentionally
omitted]”.


 


1.2           Amendment of Section 4.03.  Sections 4.03 (b) and (c) of the
Indenture are hereby deleted in their entirety and each Section is
replaced with the following: “[intentionally omitted]”.


 


1.3           Amendment of Section 4.04.  Sections 4.04 (b) and (c) of the
Indenture are hereby deleted in their entirety and each Section is
replaced with the following: “[intentionally omitted]”.


 


1.4           Amendment of Sections 4.05 through 4.14.  Sections 4.05 through 4.14 of the Indenture,
inclusive, are hereby deleted in their entirety and each Section is
replaced with the following: “[intentionally omitted]”.


 


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1.5           Amendment of Sections 4.16 through 4.19.  Sections 4.16 through 4.19 of the Indenture,
inclusive, are hereby deleted in their entirety and each Section is
replaced with the following: “[intentionally omitted]”.


 


1.6           Amendment of Section 5.01.  Section 5.01 of the Indenture is hereby
deleted in its entirety and Section 5.01 is replaced with the following: “[intentionally
omitted]”.


 


1.7           Amendment
of Section 6.01.  Sections 6.01(iii)-(ix) of the Indenture
are hereby deleted in their entirety and each Section is replaced with the
following: “[intentionally omitted]”.


 


1.8           Amendment of Section 10.04.  Section 10.04 of the Indenture is hereby
deleted in its entirety and Section 10.04 is replaced with the following: “[intentionally
omitted]”.


 


1.9           Amendment of Defined Terms.  All terms defined in Sections 1.01 and 1.02
of the Indenture and contained in the Articles, Sections and Clauses of the
Indenture deleted by this Article I of this Second Supplemental Indenture,
but not otherwise used elsewhere in the Indenture, are hereby deleted in their
entirety.


 


1.10         Amendment of Section References.  All references in the Indenture to the
Articles, Sections and Clauses of the Indenture deleted pursuant to this Article I
of this Second Supplemental Indenture are hereby deleted in their entirety.


 


1.11         Amendment to Global Notes.  The Global Notes (as defined in the
Indenture) are hereby amended to delete all provisions inconsistent with the
amendments to the Indenture effected by this Article I of this Second
Supplemental Indenture.


 


Article II.


 


Effectiveness


 


2.1           Effectiveness of this Second Supplemental Indenture.  This Second Supplemental Indenture is entered
into pursuant to and consistent with Section 9.02 of the Indenture, and
nothing herein shall constitute a waiver, amendment, modification or deletion
of any provision of the Indenture or the Notes requiring the approval of each
Holder affected thereby pursuant to Section 9.02 of the Indenture.  Upon the execution of this Second
Supplemental Indenture by the Company and the Trustee, the Indenture shall be
amended and supplemented in accordance herewith, and this Second Supplemental
Indenture shall form a part of the Indenture for all purposes and each Holder
shall be bound thereby; provided, however, that the provisions of
the Indenture and the Notes referred to in Article I above (such
provisions being referred to as the “Amended Provisions”) will remain in
effect in the form they existed prior to the execution of this


 


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Second Supplemental
Indenture, and the waivers, amendments, modifications and deletions to the
Amended Provisions will not become operative, and the terms of the Indenture
and the Notes will not be waived, amended, modified or deleted, in each case,
until the Acceptance.


 


Article III.


 


Miscellaneous


 


3.1           Continuing Effect of the Indenture.  Except as expressly provided herein, all of
the terms, provisions and conditions of the Indenture and the Notes outstanding
thereunder shall remain in full force and effect.


 


3.2           Reference and Effect on the Indenture.  Following the Acceptance, each reference in
the Indenture to “the Indenture,” “this Indenture,” “hereunder,” “hereof” or “herein”
shall mean and be a reference to the Indenture as supplemented by this Second
Supplemental Indenture, unless the context otherwise requires.


 


3.3           Trust Indenture Act Controls.  If any provision of this Second Supplemental
Indenture limits, qualifies or conflicts with a provision of the Trust
Indenture Act of 1939 (the “TIA”) or another provision that would be
required or deemed under such Act to be part of and govern this Second
Supplemental Indenture if this Second Supplemental Indenture were subject
thereto, the latter provision shall control. 
If any provision of this Second Supplemental Indenture modifies or
excludes any provisions of the TIA that may be so modified or excluded, the latter
provision shall be deemed to apply to this Second Supplemental Indenture as so
modified or excluded, as the case may be.


 


3.4           Governing Law. 
THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
THE SECOND SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES AND THE GUARANTEES,
IF ANY. Any legal suit, action or proceeding arising out of or based upon the
Second Supplemental Indenture, the Indenture or the transactions contemplated
thereby may be instituted in the federal courts of the United States of America
located in the City of New York or the courts of the State of New York in each
case located in the City of New York (collectively, the “Specified Courts”),
and each party irrevocably submits to the non-exclusive jurisdiction of such courts
in any such suit, action or proceeding. Service of any process, summons, notice
or document by mail (to the extent allowed under any applicable statute or rule of
court) to such party’s address set forth above shall be effective service of
process for any suit, action or other proceeding brought in any such court. The
parties irrevocably and unconditionally waive any


 


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objection to the laying of
venue of any suit, action or other proceeding in the Specified Courts and
irrevocably and unconditionally waive and agree not to plead or claim in any
such court has been brought in an inconvenient forum.


 


3.5           Separability. 
In case any provision of this Second Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


 


3.6           Counterpart Originals.  The parties may sign any number of copies of
this Second Supplemental Indenture.  Each
signed copy shall be an original, but all of them together represent the same
agreement.


 


3.7           Headings. 
The headings of the Articles and Sections of this Second Supplemental
Indenture, which have been inserted for convenience of reference only, are not
intended to be considered a part of this Second Supplemental Indenture and
shall in no way modify or restrict any of the terms or provisions hereof.


 


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IN WITNESS WHEREOF, the parties have caused this Second Supplemental
Indenture to be duly executed as of the date first written above.


 


	
   

  	
  FAIRPOINT COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas
  Griffin

  
	
   

  	
  Name: Thomas
  Griffin

  
	
   

  	
  Title:
  Treasurer

  



 

















 


IN WITNESS WHEREOF, the parties have caused this Second Supplemental
Indenture to be duly executed as of the date first written above.


 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard
  Prokosch

  
	
   

  	
  Name: Richard
  Prokosch

  
	
   

  	
  Title: Vice
  President