FairPoint Communications 2010 Annual Report Download - page 7

Table of Contents
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On October 26, 2009 (the “Petition Date”), FairPoint Communications and substantially all of its direct and indirect subsidiaries filed voluntary petitions
for relief under chapter 11 of title 11 (“Chapter 11”) of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the
Southern District of New York (the “Bankruptcy Court”) (Case No. 09-16335) (collectively, the “Chapter 11 Cases”).
On January 13, 2011, the Bankruptcy Court entered an Order Confirming Debtors’ Third Amended Joint Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code, dated as of December 29, 2010 (the “Confirmation Order”), which confirmed our Third Amended Joint Plan of Reorganization Under
Chapter 11 of the Bankruptcy Code (as confirmed, the “Plan”).
On January 24, 2011 (the “Effective Date”), we substantially consummated our reorganization through a series of transactions contemplated by the Plan,
and the Plan became effective pursuant to its terms.
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General
The Plan provided for the cancellation and extinguishment on the Effective Date of all our equity interests outstanding on or prior to the Effective Date,
including but not limited to all outstanding shares of our common stock, par value $0.01 per share (the “Old Common Stock”), options and contractual or
other rights to acquire any equity interests.
The Plan provided for:
 (i) The lenders under the Credit Agreement, dated as of March 31, 2008, by and among FairPoint Communications, Spinco, Bank of America, N.A.
as syndication agent, Morgan Stanley Senior Funding, Inc. and Deutsche Bank Securities Inc., as co-documentation agents, and Lehman
Commercial Paper Inc., as administrative agent, and the lenders party thereto (as amended, supplemented or otherwise modified from time to time,
the “Pre-Petition Credit Facility”), (ii) the administrative agent under the Pre-Petition Credit Facility (other than certain indemnity and reimbursement
rights of the administrative agent which survived) and (iii) holders of other claims against us arising under the Pre-Petition Credit Facility or ancillary
agreements (including swap agreements) (collectively, “Pre-Petition Credit Facility Claims”) to receive the following in full and complete satisfaction
of such Pre-Petition Credit Facility Claims: (i) a pro rata share of a $1,000.0 million term loan facility (the “Exit Term Loan”), (ii) a pro rata share of
certain cash payments, (iii) a pro rata share of 23,620,718 shares of our new common stock, par value $0.01 per share (the “New Common Stock”
or “Common Stock”) and (iv) a pro rata share of a 55% interest in the FairPoint Litigation Trust (the “Litigation Trust”);
 Holders of allowed unsecured claims against FairPoint Communications, including the Pre-Petition Notes, as defined below, (the “FairPoint
Communications Unsecured Claims”) to receive the following in full and complete satisfaction of such FairPoint Communications Unsecured
Claims: (i) a pro rata share of 2,101,676 shares of New Common Stock, (ii) a pro rata share of a 45% interest in the Litigation Trust and (iii) a pro
rata share of the warrants issued by us in connection with a Warrant Agreement (the “Warrant Agreement”) that we entered into with The Bank of
New York Mellon, as warrant agent, on the Effective Date; and
 Holders of allowed unsecured claims against our subsidiaries and holders of certain unsecured convenience claims against us to receive payment in
full in cash in the amount of their allowed claims.
In addition, the Plan also provided for:
 Certain of our employees and a consultant of ours to receive (a) cash bonuses made pursuant to the FairPoint
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