FairPoint Communications 2009 Annual Report Download - page 45

Table of Contents
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Even though the requisite majorities of impaired creditors have voted to accept the Plan, it is possible that the Bankruptcy Court will not confirm
the Plan or that other conditions, including, without limitation, approval by certain regulatory authorities, will not be met. Furthermore, the Plan
contemplates numerous operating assumptions, including, without limitation, certain concessions by state public utility commissions, which may not be
obtained.
Pursuant to the Plan Support Agreement, we committed to the achievement of certain milestones, including obtaining an order by the Bankruptcy
Court confirming a Chapter 11 plan of reorganization reflecting the proposed financial restructuring described in the Plan Term Sheet on or before
5:00 P.M. Eastern Time on July 8, 2010. Our failure to achieve these milestones by the dates required under the Plan Support Agreement would (unless
duly waived or extended) constitute a termination event under the Plan Support Agreement, pursuant to which the Consenting Lenders agreed to
support such a plan, that could allow the Consenting Lenders to terminate their obligations to support the Plan.
If the Plan is not confirmed by the Bankruptcy Court and certain other conditions precedent to the Plan are not met and/or waived, it is unclear
whether we would be able to reorganize our business and what, if anything, holders of claims against us would ultimately receive with respect to their
claims.

.
Under the priority scheme established by the Bankruptcy Code, unless creditors agree otherwise, post-petition liabilities and pre-petition liabilities
must be satisfied in full before stockholders are entitled to receive any distribution or retain any property under a Chapter 11 plan of reorganization. The
ultimate recovery to creditors and/or stockholders, if any, will not be determined until confirmation of such a plan. No assurance can be given as to what
values, if any, will be ascribed in the Chapter 11 Cases to each of these constituencies or what types or amounts of distributions, if any, they would
receive. The Plan results in holders of our common stock receiving no distribution on account of their interests and in the cancellation and
extinguishment of their existing stock. If certain requirements of the Bankruptcy Code are met, the Plan can be confirmed notwithstanding its rejection
by the class comprising the interests of our equity security holders. Therefore, an investment in our common stock is highly speculative and will become
worthless (or be cancelled) in the future without any required approval or consent of our stockholders.

Even if the Plan is consummated, we will continue to face a number of risks, including certain risks that are beyond our control, such as further
deterioration or other changes in economic conditions, changes in our industry, changes in consumer demand for, and acceptance of, our services and
increasing expenses. Some of these concerns and effects typically become more acute when a case under the Bankruptcy Code continues for a
protracted period without indication of how or when the case may be completed. As a result of these risks and others, there is no guarantee that the Plan
will achieve our stated goals.
Furthermore, even if our debts are reduced or discharged through the Plan, we may need to raise additional funds through public or private debt or
equity financing or other various means to fund our business after the completion of the Chapter 11 Cases. Irrespective of the Exit Facility, adequate
funds may not be available when needed or may not be available on favorable terms.
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