Exhibit 10.9


 


July 1, 2009


 


Mr. David L. Hauser


Chairman and Chief Executive
Officer


FairPoint Communications, Inc.


521 East Morehead Street, Suite 500


Charlotte, NC  28202


 


Re:  Registration Rights


 


Dear David:


 


This letter confirms the agreement by FairPoint
Communications, Inc. (“FairPoint”) to provide you registration rights with
respect to the shares of FairPoint common stock issued or issuable to you under
the equity incentive compensation awards granted to you in connection with your
employment as Chairman and Chief Executive Officer of FairPoint.


 


Concurrently with the date of this letter,
FairPoint has granted to you (i) options to purchase 1,600,000 shares of
FairPoint common stock, (ii) 523,810 restricted shares of FairPoint common
stock (the “Initial Restricted Shares”) and (iii) performance units for
two performance periods ending on December 31, 2010 and December 31,
2011, respectively, which will be paid, to the extent earned, in shares of
FairPoint common stock.  In addition,
FairPoint has agreed to grant additional restricted shares of FairPoint common
stock to you as follows:  (i) $1,750,000
on July 1, 2010 and (ii) $1,750,000 on July 1, 2011 valued based
on the average closing prices of FairPoint’s common stock during the thirty
calendar days immediately preceding each grant date.  All of the shares of FairPoint common stock
issued or issuable to you under the foregoing awards, together with any
securities issued or issuable directly or indirectly with respect to such stock
by way of dividend or split, upon the completion of a restructuring of
FairPoint’s indebtedness or in connection with a combination of securities,
recapitalization, merger, consolidation, or other reorganization, including a
recapitalization or exchange are referred to in this letter as the “Registrable
Securities.”


 


At any time, and from time to time, you may request registration under
the Securities Act of 1933, as amended, on Form S-8 of all or any portion
of the Registrable Securities that (i) would be issued to you upon an
exercise of vested and exercisable stock options or (ii) are to be issued
to you pursuant to the terms of the Employment Agreement dated June 11,
2009.  Upon your request, such Form S-8
registration statement shall also register your resale of the Initial
Restricted Shares and shall include a re-offer prospectus for that purpose.


 


Whenever you  have requested that
any Registrable Securities be registered pursuant to this letter, FairPoint
will use its reasonable best efforts to effect the registration of such
Registrable Securities, and pursuant thereto FairPoint will as expeditiously as
possible:


 


(a)           prepare and
within sixty (60) days file with the Securities and Exchange Commission a
registration statement on Form S-8 with respect to such Registrable Securities;


 

















 


(b)           use its
reasonable best efforts to register or qualify the resale of such Registrable
Securities under such other securities or blue sky laws of such jurisdictions
as you reasonably request;


 


(c)           cause all such
Registrable Securities to be listed on each securities exchange on which
similar securities issued by FairPoint are then listed; and


 


(d)           otherwise use its
reasonable best efforts to comply with all rules and regulations of the
Securities and Exchange Commission and other governmental and regulatory
authorities applicable to the registration of such Registrable Securities.


 


FairPoint will use its reasonable best efforts to file with the
Securities and Exchange Commission in a timely manner all reports and other
materials required of FairPoint under the Securities Exchange Act of 1934, as
amended, to remain eligible to use Form S-8 for registration of the
Registrable Securities.


 


All expenses incident to FairPoint’s
compliance with this letter agreement, including, without limitation, all
registration and filing fees, fees and expenses of compliance with securities
or blue sky laws, printing expenses, filing expenses, and fees and
disbursements of FairPoint’s counsel and independent registered public
accountants will be borne by FairPoint.


 


Please indicate your acceptance of the terms
of this letter by signing the enclosed copy and returning it to me.


 


	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
  FairPoint
  Communications, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Shirley J. Linn

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Shirley J. Linn

  	
   

  
	
  Executive Vice President
  and General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and Agreed to:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ David L. Hauser

  	
   

  
	
  David L. Hauser

  	
   

  
	
   

  	
   

  
	
  7/1/2009

  	
   

  
	
  Date

  	
   

  



 


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