X0203 3 2011-01-24 0 0001062613 FAIRPOINT COMMUNICATIONS INC FRP 0001279913 MARATHON ASSET MANAGEMENT LP ONE BRYANT PARK, 38TH FLOOR NEW YORK NY 10036 0 0 1 0 Common Stock, par value $0.01 per share 2850793 I See footnotes Warrants (right to buy) 48.81 2011-01-24 2018-01-24 Common Stock, par value $0.01 per share 1270651 I See Footnotes On October 26, 2009, FairPoint Communications, Inc. (the "Company"), and substantially all of its direct and indirect subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Court for the Southern District of New York (the "Court"; such cases, collectively, the "Chapter 11 Cases"). Upon effectiveness of the Third Amended Joint Plan of Reorganization of the Debtors (the "Plan"), which was confirmed by order of the Court on January 13, 2011 and became effective as of January 24, 2011 (the "Effective Date"), certain funds and accounts (collectively, the "Funds and Accounts") advised by Marathon Asset Management, L.P. "Marathon") that were lenders to the Debtors prior to the commencement of the Chapter 11 Cases had the right to receive shares of the Company's common stock, par value $0.01 per share ("Shares"), and warrants to purchase Shares ("Warrants"), issued and distributed to satisfy creditor claims, including claims of holders of debt. As of the date of this report, it is estimated that the Funds and Accounts are entitled to receive an aggregate of 2,850,793 Shares and 1,270,651 Warrants. Although Marathon believes that the foregoing estimates are reasonable, and a significant portion of such Shares and Warrants have been delivered to the Funds and Accounts as of the date of this report, these numbers may be subject to change upon actual receipt of all such Shares and Warrants. The Shares and Warrants reported herein are held by the Funds and Accounts advised by Marathon. Marathon, in its capacity as the investment manager of the Funds and Accounts, has sole power to vote and direct the disposition, as applicable, of all Shares and Warrants held by the Funds and Accounts. Thus, for the purposes of Reg. Section 240.13d-3, Marathon may be deemed to beneficially own 4,121,444 Shares. Marathon's interest in such securities is limited to the extent of its pecuniary interest in the Funds and Accounts, if any. This report shall not be deemed an admission that the reporting person, each Fund and Account or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The initial exercise price applicable to the Warrants is $48.81 per share of common stock for which the Warrants may be exercised. The exercise price of the Warrants is subject to adjustment upon the occurrence of certain events described in the warrant agreement by and between the Company and the warrant agent relating to the issuance of the Warrants. /s/ Louis Hanover, Authorized Person of Marathon Asset Management GP, L.L.C., general partner of Marathon Asset Management, L.P. 2011-02-03