FAIRPOINT COMMUNICATIONS INC
EX-10.16
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>10
<FILENAME>a2079840zex-10_16.txt
<DESCRIPTION>EX-10.16
<TEXT>
<Page>


                                                                   Exhibit 10.16


                             FORM OF TRANCHE B NOTE


$______________                                              New York, New York


                  FOR VALUE RECEIVED, FAIRPOINT COMMUNICATIONS SOLUTIONS CORP.,
a Delaware corporation (the "BORROWER"), hereby promises to pay to the order of
_________________ (the "LENDER"), in lawful money of the United States of
America in immediately available funds, at the Payment Office (as defined in the
Credit Agreement referred to below) initially located at 301 S. College Street,
Charlotte, North Carolina 28288-0537, on the Maturity Date (as defined in the
Credit Agreement) the principal sum of ________________ DOLLARS ($__________)
or, if less, the then unpaid principal amount of all Tranche B Loans (as defined
in the Credit Agreement) made by the Lender pursuant to the Credit Agreement.
This Note represents the continuation and conversion of a portion of the
Lender's Existing Loans and Existing Swap Obligation, if any, to a Tranche B
Loan in accordance with Section 2.01(b) of the Credit Agreement.

                  The Borrower promises also to pay interest on the unpaid
principal amount hereof in like money, or in kind, at said office from the date
hereof until paid at the rates, at the times, and as otherwise provided in
Section 2.03 of the Credit Agreement.

                  This Note is one of the "TRANCHE B NOTES" referred to in that
certain Amended and Restated Credit Agreement dated as of October 20, 1999, as
amended and restated as of March 27, 2000, as further amended and restated as of
November 9, 2000, and as further amended and restated as of May 10, 2002 (said
Amended and Restated Credit Agreement, as so amended and restated and as
hereafter amended, restated, modified or supplemented, being the "CREDIT
AGREEMENT"; the terms defined therein and not otherwise defined herein being
used herein as therein defined), by and among the Borrower; certain other Credit
Parties, the financial institutions listed therein as Lenders and Non-Continuing
Lenders, and Wachovia Bank, National Association (formerly known as First Union
National Bank), as Administrative Agent. This Tranche B Note is secured pursuant
to the Security Documents and the Subsidiary Guaranty. As provided in the Credit
Agreement, this Tranche B Note is subject to voluntary prepayment and mandatory
repayment prior to the Maturity Date, in whole or in part.

                  In case an Event of Default shall occur and be continuing, the
principal of and accrued interest on this Tranche B Note may be declared to be
due and payable in the manner and with the effect provided in the Credit
Agreement.

                  The Borrower hereby waives presentment, demand, protest or
notice of any kind in connection with this Tranche B Note.


                                      B-1
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                  THIS TRANCHE B NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS.

                                   FAIRPOINT COMMUNICATIONS
                                   SOLUTIONS CORP.



                                   By:
                                       -------------------------------------
                                        Title


                                      B-2

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