FairPoint Communications 2006 Annual Report Download - page 32

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regulators or third parties or delays in obtaining certifications and regulatory approvals could cause us to incur substantial legal and administrative expenses,
and, if successful, such challenges could adversely affect the rates that we are able to charge our customers.
Our business also may be impacted by legislation and regulation imposing new or greater obligations related to assisting law enforcement, bolstering
homeland security, minimizing environmental impacts, or addressing other issues that impact our business. For example, existing provisions of the
Communications Assistance for Law Enforcement Act and Federal Communications Commission regulations implementing the Communications Assistance
for Law Enforcement Act require communications carriers to ensure that their equipment, facilities, and services are able to facilitate authorized electronic
surveillance. We cannot predict whether and when the Federal Communications Commission might modify its Communications Assistance for Law
Enforcement Act rules or any other rules or what compliance with new rules might cost. Similarly, we cannot predict whether or when federal or state
legislators or regulators might impose new security, environmental or other obligations on our business.


The Telecommunications Act provides for significant changes and increased competition in the communications industry, including the local
communications and long distance industries. This statute and the Federal Communications Commission’s implementing regulations remain subject to
judicial review and additional rulemakings of the Federal Communications Commission, thus making it difficult to predict what effect the legislation will
have on us, including our operations and our revenues and expenses, and our competitors. Several regulatory and judicial proceedings have recently
concluded, are underway or may soon be commenced, that address issues affecting our operations and those of our competitors. We cannot predict the
outcome of these developments, nor can we assure that these changes will not have a material adverse effect on us or our industry.

Our acquisitions likely will be subject to federal, state and local regulatory approvals. We cannot assure you that we will be able to obtain any necessary
approvals, in which case a potential acquisition could be delayed or not consummated.
The consummation of the Merger is subject to certain state and federal regulatory approvals. We cannot assure you that we will be able to obtain the
necessary approvals, that could delay or prevent the consummation of the Merger.

On or about November 22, 2006, we received a comment letter from the SEC regarding our Annual Report on Form 10-K for our fiscal year ended
December 31, 2005. All comments were resolved through correspondence with the SEC.

We own all of the properties material to our business. Our headquarters is located in Charlotte, North Carolina in a leased facility. We also have
administrative offices, maintenance facilities, rolling stock, central office and remote switching platforms and transport and distribution network facilities in
each of the 18 states in which we operate our rural local exchange carrier business. Our administrative and maintenance facilities are generally located in or
near the rural communities served by our rural local exchange carriers and our central offices are often within the administrative building and/or outlying
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