FairPoint Communications 2009 Annual Report Download - page 36

Table of Contents
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•The Maine Representative (as defined in the Disclosure Statement) will recommend that the MPUC find that the financial conditions in
the ME 2008 Order are replaced by the terms of the Maine Regulatory Settlement, are satisfied or have been rendered moot by the debt
reductions resulting from the Plan. The Maine Regulatory Parties will recommend that the MPUC not impose financial covenants in
addition to those imposed in any loan or credit agreements executed by us in connection with the Plan.
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•Our New Board will consist of a supermajority of newly appointed independent directors. At least one member of the New Board will
reside in northern New England.
•The New Board will appoint a "regulatory sub-committee" that will monitor compliance with the terms of the ME 2008 Order, as
modified by the Maine Regulatory Settlement, and all other regulatory matters involving the States of Vermont, New Hampshire and
Maine.
•We have agreed that any management bonuses will be based on a combination of EBITDAR (EBITDA plus restructuring costs) and
service metrics, and that the weighting for each of these categories will be computed and clearly stated for the incentive and bonus plans
for each individual and for us in total, and that, once established, we will disclose such service metrics to the MPUC and the Maine
Office of the Public Advocate.
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•We will reimburse the MPUC and the Maine Office of the Public Advocate for actual, reasonable costs and expenses in the Chapter 11
Cases.
•We will not agree with the Staff (as defined in the Disclosure Statement) of the NHPUC, the New Hampshire Office of the Consumer
Advocate, or the Vermont DPS to materially different terms taken as a whole pertaining to the Plan, or, if applicable, to any related
approval for a change in control without also offering them to the Maine Regulatory Parties.
•The Maine Regulatory Parties will file a proposed schedule for the MPUC approval process, which shall provide that approval of the
Maine Regulatory Settlement and any change of control will be ripe for MPUC decision within 90 days of the filing by FairPoint of the
application for approval.
•We, the MPUC and Maine Regulatory Parties reserve our legal rights and arguments regarding legal issues related to the jurisdiction of
the MPUC and the Bankruptcy Court.
We are in the process of seeking approval of the Maine Regulatory Settlement in connection with the confirmation of the Plan.
The foregoing summary of the Maine Regulatory Settlement is qualified in its entirety by reference to the full text of the Maine Regulatory
Settlement which is filed as an exhibit to the Plan.
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In the proceedings before the NHPUC relating to approval of the Merger, we had entered into a January 23, 2008 settlement agreement (the "NH
2008 Settlement") among Verizon, us and the staff of the NHPUC, which was approved with modifications in the NHPUC's order dated February 25,
2008 approving the Merger with conditions (the "NH 2008 Order"). Following the commencement of the Chapter 11 Cases, we engaged in extensive
negotiations with certain members of the staff of the NHPUC (the "Staff Advocates") and we and the Staff Advocates have agreed to a settlement (the
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