X0303 4 2011-03-23 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 2011-03-23 4 S 0 559868 17.0373 D 2290925 I See footnote Common Stock, par value $0.01 per share 2011-03-24 4 S 0 328208 17.4149 D 1962717 I See footnote Common Stock, par value $0.01 per share 2011-03-25 4 S 0 65340 16.9755 D 1897377 I See footnote The sales price of the shares of Common Stock, par value $0.01 per share ("Shares"), of FairPoint Communications, Inc. (the "Company"), reported in Column 4 of this report is a weighted-average price. The Shares sold on March 23, 2011, were sold in multiple transactions at prices ranging from $16.9833 to $17.2684, inclusive. Marathon Asset Management, L.P. (the "Reporting Person") undertakes to provide to the Company, any security holder of the Company, or the Staff of the Securities and Exchange Commission, upon request, full and complete information regarding the number of Shares sold at each separate price within the range set forth in this footnote (1). The sales price of the Shares of the Company reported in Column 4 of this report is a weighted-average price. The Shares sold on March 24, 2011, were sold in multiple transactions at prices ranging from $17.4032 to $17.48, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the Staff of the Securities and Exchange Commission, upon request, full and complete information regarding the number of Shares sold at each separate price within the range set forth in this footnote (2). The sales price of the Shares of the Company reported in Column 4 of this report is a weighted-average price. The Shares sold on March 25, 2011, were sold in multiple transactions at prices ranging from $16.9603 to $17.00, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the Staff of the Securities and Exchange Commission, upon request, full and complete information regarding the number of Shares sold at each separate price within the range set forth in this footnote (3). The Shares of the Company reported herein are held by one or more funds and accounts (the "Funds and Accounts") advised by the Reporting Person. The Reporting Person, in its capacity as the investment manager of the Funds and Accounts, has sole power to vote and direct the disposition of all Shares held by the Funds and Accounts. Thus, for the purposes of Reg. Section 240.13d-3, the Reporting Person may be deemed to beneficially own 1,897,377 Shares. The Reporting Person'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. by: /s/ Louis Hanover, Authorized Person of Marathon Asset Management GP, L.L.C., general partner of Marathon Asset Management, L.P. 2011-03-25