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FAIRPOINT COMMUNICATIONS, INC.
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
12 1/2% SENIOR SUBORDINATED NOTES DUE 2010
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer (as defined below) if
(i) certificates for the Company's (as defined below) 12 1/2% Senior
Subordinated Notes due 2010 (collectively, the "Original Notes") are not
immediately available, (ii) Original Notes, the Letter of Transmittal and all
other required documents cannot be delivered to United States Trust Company of
New York (the "Exchange Agent") on or prior to the Expiration Date (as defined
in the Prospectus referred to below) or (iii) the procedures for delivery by
book-entry transfer cannot be completed on a timely basis. This Notice of
Guaranteed Delivery may be delivered by hand, overnight courier or mail, or
transmitted by facsimile transmission, to the Exchange Agent. See "The Exchange
Offer--Procedures for Tendering Original Notes" in the Prospectus.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON
, 2000, UNLESS THE OFFER IS EXTENDED, (THE "EXPIRATION DATE").
TENDERS OF ORIGINAL NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M.
NEW YORK CITY TIME ON THE EXPIRATION DATE.
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
UNITED STATES TRUST COMPANY OF NEW YORK
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BY REGISTERED, CERTIFIED OR BY HAND (BEFORE 4:30 P.M.): BY HAND (AFTER 4:30 P.M.):
OVERNIGHT MAIL: United States Trust Company United States Trust Company
United States Trust Company of New York of New York
of New York 30 Broad Street, B-Level 30 Broad Street, 14(th) Floor
P.O. Box 112 New York, NY 10004-2304 New York, NY 10004-2304
Bowling Green Station
New York, NY 10274-0112
Attn: Corporate Trust
Services
BY FACSIMILE:
(212) 422-0183 or (646) 458-8104
(For Eligible Institutions Only)
TELEPHONE NUMBER:
(800) 548-6565
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTY SIGNATURES.
IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN
"ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTY
MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER
OF TRANSMITTAL.
THE GUARANTY ON THE REVERSE SIDE MUST BE COMPLETED.
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Ladies and Gentlemen:
The undersigned hereby tenders to FairPoint Communications, Inc. (the
"Company"), a Delaware corporation, upon the terms and subject to the conditions
set forth in the Prospectus dated , 2000 (as the same may be amended or
supplemented from time to time, the "Prospectus"), and the related Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, the aggregate principal amount of Original Notes set
forth below pursuant to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer--Procedures for Tendering
Original Notes."
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Aggregate Principal Amount Tendered*: ______________________________________
Certificate No(s). (if available): _________________________________________
If Original Notes will be tendered by book-entry transfer, provide the
following information:
DTC Account Number: ________________________________________________________
Date: __________________________________________, 2000
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Name(s) of Registered Holder(s): ___________________________________________
Address(es): _______________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
Area Code and
Telephone Number(s): _______________________________________________________
Signature(s): ______________________________________________________________
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* Original Notes may be tendered in whole or in part in denominations of
$1,000 and integral multiples thereof. All Original Notes held shall be
deemed tendered unless a lesser number is specified in this column.
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GUARANTY
(NOT TO BE USED FOR SIGNATURE GUARANTY)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank;
(ii) a broker, dealer, municipal securities broker, municipal securities
dealer, government securities broker, government securities dealer; (iii) a
credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association (each, an
"Eligible Institution"), hereby guarantees to deliver to the Exchange Agent,
at one of its addresses set forth above, either the Original Notes tendered
hereby in proper form for transfer, or confirmation of the book-entry
transfer of such Original Notes to the Exchange Agent's account at The
Depository Trust Company ("DTC"), pursuant to the procedures for book-entry
transfer set forth in the Prospectus, in either case together with one or
more properly completed and duly executed Letter(s) of Transmittal (or
facsimile thereof) and any other required documents within three (3) New
York Stock Exchange trading days after the date of execution of this Notice
of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Original Notes tendered hereby to the Exchange Agent
within the time period set forth above and that failure to do so could
result in a financial loss to the undersigned.
Name of Firm: ______________________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(Zip Code)
Area Code and
Telephone Number: __________________________________________________________
____________________________________________________________________________
(Authorized Signature)
Title: _____________________________________________________________________
Name: ______________________________________________________________________
(Please type or print)
Date: ___________________, 2000
NOTE: DO NOT SEND ORIGINAL NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY.
ACTUAL SURRENDER OF OUTSTANDING NOTES MUST BE MADE PURSUANT TO, AND
BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by the
Exchange Agent at its address set forth herein prior to the Expiration Date. The
method of delivery of this Notice of Guaranteed Delivery and any other required
documents to the Exchange Agent is at the election and sole risk of the holder,
and the delivery will be deemed made only when actually received by the Exchange
Agent. If delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended. As an alternative to delivery by mail the
holders may wish to consider using an overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure timely delivery. For a
description of the guaranteed delivery procedures, see Instruction 1 of the
Letter of Transmittal.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Original Notes,
the signature must correspond with the name(s) written on the face of the
Original Notes without alteration, enlargement, or any change whatsoever. If
this Notice of Guaranteed Delivery is signed by a participant of the Book-Entry
Transfer Facility whose name appears on a security position listing as the owner
of the Original Notes, the signature must correspond with the name shown on the
security position listing as the owner of the Original Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Original Notes listed or a participant of the
Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be
accompanied by appropriate bond powers, signed as the name of the registered
holder(s) appears on the Original Notes or signed as the name of the participant
shown on the Book-Entry Transfer Facility's security position listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to the Company of such person's authority to so act.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance for additional copies of the Prospectus may be directed to the
Exchange Agent at the address specified in the Prospectus. Holders may also
contact their broker, dealer, commercial bank, trust company, or other nominee
for assistance concerning the Exchange Offer.
