PUBLIC NOTICE
FEDERAL COMMUNICATIONS COMMISSION
445 12th STREET S.W.
WASHINGTON  D.C.  20554
News media information 202-418-0500
Internet: http://www.fcc.gov (or ftp.fcc.gov)
TTY (202) 418-2555
DA No. 10-2391
Wednesday  December 22, 2010TEL-01473    Report No.
Section 214 Applications (47 C.F.R. § 63.18);  Section 310(b)(4) Requests
INTERNATIONAL AUTHORIZATIONS GRANTED
The following applications have been granted pursuant to the Commission’s streamlined processing procedures set forth
in Section 63.12 of the Commission’s rules, 47 C.F.R. § 63.12, other provisions of the Commission’s rules, or
procedures set forth in an earlier public notice listing applications accepted for filing.
Unless otherwise noted, these grants authorize the applicants (1) to become a facilities-based international common
carrier subject to 47 C.F.R. § 63.22; and/or (2) to become a resale-based international common carrier subject to 47
C.F.R. § 63.23; or (3) to exceed the 25 percent foreign ownership benchmark applicable to common carrier radio
licensees under 47 U.S.C. § 310(b)(4).
THIS PUBLIC NOTICE SERVES AS EACH NEWLY AUTHORIZED CARRIER'S SECTION 214 CERTIFICATE.
It contains general and specific conditions, which are set forth below.  Newly authorized carriers should carefully
review the terms and conditions of their authorizations.  Failure to comply with general or specific conditions of an
authorization, or with other relevant Commission rules and policies, could result in fines and forfeitures.
Petitions for reconsideration under Section 1.106 or applications for review under Section 1.115 of the Commission's
rules in regard to the grant of any of these applications may be filed within thirty days of this public notice (see Section
1.4(b)(2)).
An updated version of Sections 63.09–.25 of the rules, and other related sections, is available at
http://www.fcc.gov/ib/pd/pf/telecomrules.html.
For additional information, please contact the FCC Reference and Information Center, Room CY-A257, 445 12th Street
SW, Washington, D.C. 20554, (202) 418-0270.
Page 1 of 25
ISP-PDR-20100603-00010 P
Date of Action: 12/21/2010
FairPoint Communications, Inc. (FairPoint) requests a declaratory ruling, under section 310(b)(4) of the Communications Act of 1934, as
amended, 47 U.S.C. § 310(b)(4), permitting up to 100 percent indirect foreign ownership of its wholly-owned subsidiaries that hold common
carrier wireless licenses - Berkshire Cable Corp., Columbine Telecom Company (f/k/a Columbine Acquisition Corp.), Ellensburg Telephone
Company, Fremont Telcom Co., Northern New England Telephone Operations LLC, and Telephone Operating Company of Vermont, LLC
("FairPoint Subsidiaries").  The FairPoint Subsidiaries hold common carrier licenses in the paging and radiotelephone, Basic Exchange Telephone
Radio Service (BETRS), and the fixed point-to-point microwave services and the 3650-3770 MHz band.  Petitioner seeks this ruling in
connection with applications for FairPoint and its subsidiaries to emerge from bankruptcy.  See WC Docket No. 10-126.
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders are expected to
receive collectively approximately 92 percent of this stock.  It is contemplated that FairPoint's common stock will be listed on a national securities
exchange as of the effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
FairPoint anticipates that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the
reorganization.  Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity
interest in FairPoint of approximately 15%.
According to Petitioner, entities that are organized in the United States are expected to hold approximately 59.18% of FairPoint; entities organized
in World Trade Organization (WTO) Member countries are expected to hold approximately 26.89%; and entities organized in non-WTO Member
countries are expected to hold 13.93%.  Based on a survey of its secured lenders, Fairpoint anticipates that its post-emergence shares of common
stock will be allocated among: banks, insurance companies, pension plans, foundations, and endowments organized in the U.S. and controlled by
U.S. citizens (26.79%); private equity funds and management investment companies organized in the U.S. and with their principal places of
business in the U.S. (6.65%); banks, insurance companies, pension plans, foundations, and endowments organized outside the U.S. or controlled
by foreign citizens (6.27%, attributable to WTO Member country jurisdictions Germany, Japan, Switzerland, United Kingdom); private equity
funds and management investment companies organized outside the U.S. or with their principal places of business outside the U.S. (44.45%,
attributable to WTO Member country jurisdictions Australia, Bermuda, British Virgin Islands, Cayman Islands, Ireland, Japan, Luxembourg,
Sweden, Switzerland, United Kingdom) and entities of unknown nationality and thus attributed non-WTO country status for the purpose of the
Petition (15.83%).
Pursuant to the rules and policies established in the Commission's Foreign Participation Order, 12 FCC Rcd 23891 (1997), Order on
Reconsideration, 15 FCC Rcd 18158 (2000), we find that the indirect foreign ownership of the FairPoint Subsidiaries in excess of the 25 percent
benchmark in section 310(b)(4) is consistent with the public interest. Specifically, this ruling allows up to 100 percent indirect foreign ownership
of  the FairPoint Subsidiaries as a result of foreign equity and/or voting interests held directly or indirectly in FairPoint, subject to the following
conditions: (1) FairPoint shall obtain prior Commission approval before any foreign individual or entity acquires a direct or indirect equity and/or
voting interest in FairPoint in excess of 25 percent; and (2) FairPoint shall obtain prior Commission approval before Fairpoint's direct or indirect
equity and/or voting interests from non-WTO Member countries (including interests from unknown countries) exceeds 25 percent.
Grant of Authority
Petition for Declaratory Ruling
FairPoint Communications, Inc.
Page 2 of 25
ITC-ASG-20100614-00234 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorization, ITC-214-19980610-00403, from FairPoint Carrier
Services, Inc., Debtor-In-Possession to Fairpoint Carrier Services, Inc.  FairPoint Carrier Services, Inc. is a wholly-owned subsidiary of FairPoint
Communications, Inc. (FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, L.P. will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
FairPoint Carrier Services, Inc., Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
FairPoint Carrier Services, Inc.
FairPoint Carrier Services, Inc., Debtor-In-Possession
Assignment
FairPoint Carrier Services, Inc.
Page 3 of 25
ITC-ASG-20100614-00235 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorization, ITC-214-19970710-00391, from B E Mobile
Communications, Inc., Debtor-In-Possession to B E Mobile Communications, Inc.  B E Mobile Communications, Inc. is a wholly-owned
subsidiary of FairPoint Communications, Inc. (FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, L.P. will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
B E Mobile Communications Inc, Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
B E Mobile Communications Inc.
B E Mobile Communications Inc, Debtor-In-Possession
Assignment
B E Mobile Communications Inc.
Page 4 of 25
ITC-ASG-20100614-00236 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorization, ITC-214-19970416-00213, from Berkshire Cable Corp.,
Debtor-In-Possession to Berkshire Cable Corp.  Berkshire Cable Corp. is a wholly-owned subsidiary of FairPoint Communications, Inc.
(FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, L.P. will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
Berkshire Cable Corp., Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
Berkshire Cable Corp.
Berkshire Cable Corp., Debtor-In-Possession
Assignment
Berkshire Cable Corp.
Page 5 of 25
ITC-ASG-20100614-00237 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorization, ITC-214-19970219-00095, from Taconic Telecom
Corp., Debtor-In-Possession to Taconic Telecom Corp.  Taconic Telecom Corp. is a wholly-owned subsidiary of FairPoint Communications, Inc.
(FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, L.P. will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
Taconic Telecom Corp., Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
Taconic Telcom Corp.
Taconic Telecom Corp., Debtor-In-Possession
Assignment
Taconic Telcom Corp.
Page 6 of 25
ITC-ASG-20100614-00238 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorization, ITC-214-20030206-00049, from UI Long Distance Inc.,
Inc., Debtor-In-Possession to UI Long Distance Inc., Inc.  UI Long Distance Inc. is a wholly-owned subsidiary of FairPoint Communications, Inc.
(FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, LP will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
UI Long Distance, Inc., Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
UI Long Distance, Inc.
UI Long Distance, Inc., Debtor-In-Possession
Assignment
UI Long Distance, Inc.
Page 7 of 25
ITC-ASG-20100614-00239 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorization, ITC-214-19950920-00045, from St. Joe
Communications, Inc., Debtor-In-Possession to St. Joe Communications, Inc.  St. Joe Communications is a wholly-owned subsidiary of FairPoint
Communications, Inc. (FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, L.P. will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
St. Joe Communications, Inc., Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
St. Joe Communications, Inc.
St. Joe Communications, Inc., Debtor-In-Possession
Assignment
St. Joe Communications, Inc.
Page 8 of 25
ITC-ASG-20100614-00240 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorization, ITC-214-19940509-00155, from Chautauqua & Erie
Communications, Inc., Debtor-In-Possession to Chautauqua & Erie Communications, Inc.  Chautauqua & Erie Communications Inc. is a
wholly-owned subsidiary of FairPoint Communications, Inc. (FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, L.P. will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
Chautauqua & Erie Communications, Inc., Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
Chautauqua & Erie Communications, Inc.
Chautauqua & Erie Communications, Inc., Debtor-In-Possession
Assignment
Chautauqua & Erie Communications, Inc.
Page 9 of 25
ITC-ASG-20100614-00241 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorization, ITC-214-20030521-00254, from Comerco, Inc.,
Debtor-In-Possession to Comerco, Inc.  Comero, Inc. is a wholly-owned subsidiary of FairPoint Communications, Inc. (FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, LP will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
Comerco, Inc., Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
Comerco, Inc.
Comerco, Inc., Debtor-In-Possession
Assignment
Comerco, Inc.
Page 10 of 25
ITC-ASG-20100614-00242 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorizations, ITC-214-19960404-00139 and
ITC-214-20000320-00156, from C-R Long Distance, Inc., Debtor-In-Possession to C-R Long Distance, Inc.  C-R Long Distance Inc. is a
wholly-owned subsidiary of FairPoint Communications, Inc. (FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, LP will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
C-R Long Distance, Inc., Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
C-R Long Distance, Inc.
C-R Long Distance, Inc., Debtor-In-Possession
Assignment
C-R Long Distance, Inc.
Page 11 of 25
ITC-ASG-20100614-00243 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorization, ITC-214-19981228-00891, from Elltel Long Distance
Corp., Debtor-In-Possession to Elltel Long Distance Corp.  Elltel Long Distance Corp. is a wholly-owned subsidiary of FairPoint
Communications, Inc. (FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, LP will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
Elltel Long Distance Corp., Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
Elltel Long Distance Corp.
Elltel Long Distance Corp., Debtor-In-Possession
Assignment
Elltel Long Distance Corp.
Page 12 of 25
ITC-ASG-20100614-00244 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorization, ITC-214-20070206-00437, from Enhanced
Communications of Northern New England, Inc., Debtor-In-Possession to Enhanced Communications of Northern New England, Inc. Enhanced
Communications of Northern New England, Inc. is a wholly-owned subsidiary of FairPoint Communications, Inc. (FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, LP will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
Enhanced Communications of Northern New England Inc., Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
Enhanced Communications of Northern New England Inc.
Enhanced Communications of Northern New England Inc., Debtor-In-Possession
Assignment
Enhanced Communications of Northern New England Inc.
Page 13 of 25
ITC-ASG-20100614-00245 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorization, ITC-214-19960626-00271, from El Paso Long Distance
Company, Debtor-In-Possession to El Paso Long Distance Company.  El Paso Long Distance Company is a wholly-owned subsidiary of FairPoint
Communications, Inc. (FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, LP will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
El Paso Long Distance Company, Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
El Paso Long Distance Company
El Paso Long Distance Company, Debtor-In-Possession
Assignment
El Paso Long Distance Company
Page 14 of 25
ITC-ASG-20100614-00246 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorization, ITC-214-19970113-00018, from Germantown Long
Distance Company, Debtor-In-Possession to Germantown Long Distance Company.  Germantown Long Distance Company is a wholly-owned
subsidiary of FairPoint Communications, Inc. (FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, L.P. will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
Germantown Long Distance Company, Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
Germantown Long Distance Company
Germantown Long Distance Company, Debtor-In-Possession
Assignment
Germantown Long Distance Company
Page 15 of 25
ITC-ASG-20100614-00247 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorization, ITC-214-20011019-00531, from GTC, Inc.,
Debtor-In-Possession to GTC, Inc.  GTC, Inc. is a wholly-owned subsidiary of FairPoint Communications, Inc. (FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, LP will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
GTC, Inc., Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
GTC, Inc.
GTC, Inc., Debtor-In-Possession
Assignment
GTC, Inc.
Page 16 of 25
ITC-ASG-20100614-00248 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorization, ITC-214-19990125-00037, from Fretel
Communications, LLC, Debtor-In-Possession to Fretel Communications, LLC.  Fretel Communications, LLC is a wholly-owned subsidiary of
FairPoint Communications, Inc. (FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, LP will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
Fretel Communications, LLC, Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
Fretel Communications, LLC
Fretel Communications, LLC, Debtor-In-Possession
Assignment
Fretel Communications, LLC
Page 17 of 25
ITC-ASG-20100614-00249 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorization, ITC-214-20030516-00243, from Northern New
England Telephone Operations LLC, Debtor-In-Possession to Northern New England Telephone Operations LLC.  Northern New England
Telephone Operations LLC is a wholly-owned subsidiary of FairPoint Communications, Inc. (FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, LP will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
Northern New England Telephone Operations LLC, Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
Northern New England Telephone Operations LLC
Northern New England Telephone Operations LLC, Debtor-In-Possession
Assignment
Northern New England Telephone Operations LLC
Page 18 of 25
ITC-ASG-20100614-00250 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorization, ITC-214-20001019-00628, from Orwell
Communications, Inc., Debtor-In-Possession to Orwell Communications, Inc.  Orwell Communications, Inc. is a wholly-owned subsidiary of
FairPoint Communications, Inc. (FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, L.P. will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
Orwell Communications, Inc., Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
Orwell Communications, Inc.
Orwell Communications, Inc., Debtor-In-Possession
Assignment
Orwell Communications, Inc.
Page 19 of 25
ITC-ASG-20100614-00251 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorization, ITC-214-20011025-00599, from Marina Tel., Inc.,
Debtor-In-Possession to Marina Tel., Inc.  Marina Tel. Inc. is a wholly-owned subsidiary of FairPoint Communications, Inc. (FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, LP will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
Marianna Tel, Inc., Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
Marianna Tel., Inc.
Marianna Tel, Inc., Debtor-In-Possession
Assignment
Marianna Tel., Inc.
Page 20 of 25
ITC-ASG-20100614-00252 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorization, ITC-214-19990713-00464, from Quality One
Technologies, Inc., Debtor-In-Possession to Quality One Technologies, Inc.  Quality One Technologies, Inc. is a wholly-owned subsidiary of
FairPoint Communications, Inc. (FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, LP will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
Quality One Technologies, Inc., Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
Quality One Technologies, Inc.
Quality One Technologies, Inc., Debtor-In-Possession
Assignment
Quality One Technologies, Inc.
Page 21 of 25
ITC-ASG-20100614-00253 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorization, ITC-214-19961118-00578, from ST Long Distance,
Debtor-In-Possession to ST Long Distance.  ST Long Distance is a wholly-owned subsidiary of FairPoint Communications, Inc. (FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, LP will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
ST Long Distance, Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
ST Long Distance
ST Long Distance, Debtor-In-Possession
Assignment
ST Long Distance
Page 22 of 25
ITC-ASG-20100614-00254 E
Date of Action: 12/21/2010
TO:
Application filed for consent to the assignment of international section 214 authorization, ITC-214-20001207-00717, from Peoples Mutual Long
Distance, Debtor-In-Possession to Peoples Mutual Long Distance.  Peoples Mutual Long Distance is a wholly-owned subsidiary of FairPoint
Communications, Inc. (FairPoint).
On October 26, 2009, FairPoint and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Under the Plan of Reorganization, substantially approved by the Court on May 14, 2010, all existing equity interests in FairPoint will be cancelled
and extinguished, and a single class of new voting common stock in FairPoint will be issued to certain holders of FairPoint's secured debt and
unsecured indebtedness.  FairPoint Communications, Inc., et al., Ch. 11, Case No. 09-16335, Order Confirming the Joint Chapter 11 Plan of
Reorganization of FairPoint Communications, Inc. and its Debtor Affiliates (Bankr. S.D.N.Y. May 14, 2010).  The secured lenders will
collectively receive approximately 92 percent of this stock.  FairPoint's common stock will be listed on a national securities exchange as of the
effective date of FairPoint's emergence from bankruptcy, which will require that FairPoint have at least 400 shareholders.
It is anticipated that only one investor group will own or control a 10 percent or greater ownership interest in FairPoint after the reorganization.
Investment fund vehicles directly or indirectly controlled by AG Funds, L.P. are expected to hold an aggregate beneficial equity interest in
FairPoint of approximately 15%.  These investment vehicles will include:  (i) thirteen investment funds (AG Funds) that are structured as limited
partnerships and ultimately are managed and controlled by John M. Angelo and Michael L. Gordon, both of whom are U.S. citizens, and (ii) one
unaffiliated investment vehicle, GAM Arbitrage Investments, Inc., that ultimately is managed by Messrs. Angelo and Gordon, and that will hold
an interest in FairPoint of less than one-half of one percent.  Applicants assert that none of these investment fund vehicles, nor any other
subsidiary of AG Funds, L.P., will individually hold a 10 percent or greater ownership interest in FairPoint.  A.G. Funds, L.P., a management
company organized under Delaware law, has one limited partner and one general partner, AG Funds GP, L.P., also a management company
organized under Delaware law.  The sole general partner of AG Funds GP, L.P. is JM Funds LLC, a management company organized under
Delaware law.  The two members of JM Funds LLC, each of which may be deemed to control that entity, are John M. Angelo and Michael L.
Gordon.  With the exception of Messrs. Angelo and Gordon, no limited partner of AG Funds GP, LP will hold a 10 percent or greater ownership
interest in FairPoint.
This grant is contingent on FairPoint obtaining final approval by the bankruptcy court of the proposed Amended Plan of Reorganization (as
submitted in WC Docket No. 10-126 on June 1, 2010) without any material changes apart from the changes set forth in the Letter from Karen
Brinkmann, Esq. to Marlene H. Dortch, Secretary, FCC, dated November 22, 2010.
Grant of this application is conditioned on Applicant notifying the Commission in writing of the final equity and voting interests in FairPoint
within 30 days of the consummation of this transaction.
This authorization is without prejudice to the Commission's action in any other related pending proceedings.
Peoples Mutual Long Distance, Debtor-In-Possession
Grant of Authority
FROM:
Current Licensee:
Peoples Mutual Long Distance
Peoples Mutual Long Distance, Debtor-In-Possession
Assignment
Peoples Mutual Long Distance
Page 23 of 25
CONDITIONS APPLICABLE TO INTERNATIONAL SECTION 214 AUTHORIZATIONS
(1) These authorizations are subject to the Exclusion List for International Section 214 Authorizations, which identifies
restrictions on providing service to particular countries or using particular facilities. The most recent Exclusion List is
attached to this Public Notice. The list applies to all U.S. international carriers, including those that have previously
received global or limited global Section 214 authority, whether by Public Notice or specific written order. Carriers are
advised that the attached Exclusion List is subject to amendment at any time pursuant to the procedures set forth in
Streamlining the International Section 214 Authorization Process and Tariff Requirements, IB Docket No. 95-118, 11
FCC Rcd 12884 (1996), para. 18. A copy of the current Exclusion List will be maintained in the FCC Reference and
Information Center and will be available at http://www.fcc.gov/ib/pd/pf/telecomrules.html#exclusionlist. It also will be
attached to each Public Notice that grants international Section 214 authority.
(2) The export of telecommunications services and related payments to countries that are subject to economic sanctions
may be restricted. For information concerning current restrictions, call the Office of Foreign Assets Control, U.S.
Department of the Treasury, (202) 622-2520.
(3) Carriers shall comply with the requirements of Section 63.11 of the Commission's rules, which requires notification
by, and in certain circumstances prior notification by, U.S. carriers acquiring an affiliation with foreign carriers. A
carrier that acquires an affiliation with a foreign carrier will be subject to possible reclassification as a dominant carrier
on an affiliated route pursuant to the provisions of Section 63.10 of the rules.
(4) Carriers shall comply with the Commission's International Settlements Policy and associated filing requirements
contained in Sections 43.51, 64.1001 and 64.1002 of the Commission's Rules, 47 C.F.R. §§ 43.51, 64.1001, 64.1002.
The Commission modified these requirements most recently in International Settlements Policy Reform: International
Settlement Rates, First Report and Order, FCC 04-53, 19 FCC Rcd 5709 (2004).  In addition, any carrier
interconnecting private lines to the U.S. public switched network at its switch, including any switch in which the carrier
obtains capacity either through lease or otherwise, shall file annually with the Chief, International Bureau, a certified
statement containing, on a country-specific basis, the number and type (e.g., 64 kbps circuits) of private lines
interconnected in such manner. The Commission will treat the country of origin information as confidential. Carriers
need not file their contracts for interconnection unless the Commission specifically requests. Carriers shall file their
annual report on February 1 (covering international private lines interconnected during the preceding January 1 to
December 31 period) of each year. International private lines to countries which the Commission has exempted from the
International Settlements Policy at any time during a particular reporting period are exempt from this requirement. See
47 C.F.R. § 43.51(d).  The Commission's list of U.S. international routes that are exempt from the International
Settlements Policy may be viewed at  http://www.fcc.gov/ib/pd/pf/isp_exempt.html.
(5) Carriers authorized to provide private line service either on a facilities or resale basis  are limited to the provision of
such private line service only between the United States and those foreign points covered by their referenced
applications for Section 214 authority.  A carrier may provide switched services over its authorized resold private lines
in the circumstances specified in Section 63.23(d) of the rules, 47 C.F. R. § 63.23(d).
(6) A carrier may engage in "switched hubbing" to countries that do not appear on the Commission's list of U.S.
international routes that are exempt from the International Settlements Policy, set forth in Section 64.1002, 47 C.F.R. §
64.1002, provided the carrier complies with the requirements of Section 63.17(b) of the rules, 47 C.F.R. § 63.17(b).
The Commission's list of U.S. international routes that are exempt from the International Settlements Policy may be
viewed at  http://www.fcc.gov/ib/pd/pf/isp_exempt.html.
(7) Carriers shall comply with the "No Special Concessions" rule, Section 63.14, 47 C.F.R. § 63.14.
(8) Carriers regulated as dominant for the provision of a particular communications service on a particular route for any
reason other than a foreign carrier affiliation under Section 63.10 of the rules shall file tariffs pursuant to Section 203 of
the Communications Act, as amended, 47 U.S.C. § 203, and Part 61 of the Commission's Rules, 47 C.F.R. Part 61.
Carriers shall not otherwise file tariffs except as permitted by Section 61.19 of the rules, 47 C.F.R. § 61.19.  Except as
specified in Section 20.15 with respect to commercial mobile radio service providers, carriers regulated as
non-dominant, as defined in Section 61.3, and providing detariffed international services pursuant to Section 61.19,
must comply with all applicable public disclosure and maintenance of information requirements in Sections 42.10 and
42.11.
(9) Carriers shall file the annual reports of overseas telecommunications traffic required by Section 43.61(a). Carriers
shall also file the quarterly reports required by Section 43.61 in the circumstances specified in paragraphs (b) and (c) of
hS i
Page 24 of 25
that Section.
(10) Carriers shall file annual reports of circuit status and/or circuit additions in accordance with the requirements set
forth in Rules for Filing of International Circuit Status Reports, CC Docket No. 93-157, Report and Order, 10 FCC Rcd
8605 (1995). See 47 C.F.R. § 43.82.  See also §§ 63.22(e), 63.23(e). These requirements apply to facilities-based
carriers and private line resellers, respectively.  See also http:www.fcc.gov/ib/pd/pf/csmanual.html.
(11) Carriers should consult Section 63.19 of the rules when contemplating a discontinuance, reduction or impairment
of service.  Further, the grant of these applications shall not be construed to include authorization for the transmission of
money in connection with the services the applicants have been given authority to provide. The transmission of money
is not considered to be a common carrier service.
(12) If any carrier is reselling service obtained pursuant to a contract with another carrier,  the services obtained by
contract shall be made generally available by the underlying carrier to similarly situated customers at the same terms,
conditions and rates.  47 U.S.C.  § 203.
(13) To the extent the applicant is, or is affiliated with, an incumbent independent local exchange carrier, as those terms
are defined in Section 64.1902 of the rules, it shall provide the authorized services in compliance with the requirements
of Section 64.1903.
(14) Except as otherwise ordered by the Commission, a carrier authorized here to provide facilities-based service that (i)
is classified as dominant under Section 63.10 of the rules for the provision of such service on a particular route and (ii)
is affiliated with a carrier that collects settlement payments for terminating U.S. international switched traffic at the
foreign end of that route may not provide facilities-based switched service on that route unless the current rates the
affiliate charges U.S. international carriers to terminate traffic are at or below the Commission's relevant benchmark
adopted in International Settlement Rates, IB Docket No. 96-261, Report and Order, 12 FCC Rcd 19806 (1997).  See
also Report and Order on Reconsideration and Order Lifting Stay in IB Docket No. 96-261, FCC 99-124 (rel. June 11,
1999).  For the purposes of this rule, "affiliated" and "foreign carrier" are defined in Section 63.09.
Exclusion List for International Section 214 Authorizations
The following is a list of countries and facilities not covered by grant of  global Section 214 authority under Section
63.18(e)(1) of the Commission's Rules, 47 C.F.R. § 63.18(e)(1).  In addition, the facilities listed shall not be used by
U.S. carriers authorized under Section 63.18 of the Commission's Rules unless the carrier's Section 214 authorization
specifically lists the facility.  Carriers desiring to serve countries or use facilities listed as excluded hereon shall file a
separate Section 214 application pursuant to Section 63.18(e)(3) of the Commission's Rules.  See 47 C.F.R. § 63.22(c).
Countries:
Cuba (Applications for service to Cuba shall comply with the separate filing requirements of the Commission's Public
Notice, DA 10-112, dated January 21, 2010, "Modification of Process to Accept Applications for Service to Cuba and
Related Matters.")
Facilities:
All non-U.S.-licensed satellite systems that are not on the Permitted Space Station List, maintained at
http://www.fcc.gov/ib/sd/se/permitted.html.  See International Bureau Public Notice, DA 99-2844 (rel. Dec. 17, 1999).
This list is subject to change by the Commission when the public interest requires.  Before amending the list, the
Commission will first issue a public notice giving affected parties the opportunity for comment and hearing on the
proposed changes.  The Commission may then release an order amending the exclusion list.  This list also is subject to
change upon issuance of an Executive Order.  See Streamlining the Section 214 Authorization Process and Tariff
Requirements, IB Docket No. 95-118, FCC 96-79, 11 FCC Rcd 12,884, released March 13, 1996 (61 Fed.  Reg. 15,724,
April 9, 1996).  A current version of this list is maintained at
http://www.fcc.gov/ib/pd/pf/telecomrules.html#exclusionlist.
For additional information, contact the International Bureau's Policy Division, (202) 418-1460.
Page 25 of 25