AND ANY AND ALL SUCH LIABILITIES SHALL BE ASSUMED AS OF THE
DISTRIBUTION DATE BY SPINCO OR NNETO, AND THE SPINCO WELFARE PLANS, AND AS OF
THE EFFECTIVE TIME, BY FAIRPOINT, SPINCO, NNETO AND THE SPINCO WELFARE PLANS.
NOTWITHSTANDING THE FOREGOING, ALL LIABILITIES ASSOCIATED WITH FORMER SPINCO
EMPLOYEES UNDER THE VERIZON WELFARE PLANS, AND SUCH LIABILITIES THAT HAVE BEEN
RETAINED BY THE VERIZON PLANS UNDER SECTION 6.1(A) ABOVE, SHALL REMAIN WITH THE
VERIZON GROUP.
(C)
EXCEPT FOR THE FRP ACCOUNT BALANCES DESCRIBED IN SECTION 6.2(C),
NOTHING IN THIS AGREEMENT SHALL REQUIRE VERIZON, ANY VERIZON GROUP MEMBER OR ANY
VERIZON WELFARE PLAN TO TRANSFER ASSETS OR RESERVES WITH RESPECT TO THE VERIZON
WELFARE PLANS, INCLUDING, BUT NOT LIMITED TO, ANY PLAN PROVIDING SEVERANCE,
POST-RETIREMENT HEALTH, DENTAL OR LIFE INSURANCE BENEFITS, TO FAIRPOINT, ANY
FAIRPOINT GROUP MEMBER OR THE SPINCO WELFARE PLANS.
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SECTION 6.2.
ADOPTION OF HEALTH AND WELFARE PLANS
(A)
SPINCO, AS OF THE DISTRIBUTION DATE, AND FAIRPOINT, AS OF THE
EFFECTIVE TIME, SHALL MAINTAIN OR SHALL CAUSE TO BE MAINTAINED FOR THE BENEFIT
OF ELIGIBLE SPINCO EMPLOYEES AND SPINCO DEPENDENTS, HEALTH AND WELFARE PLANS,
INCLUDING PLANS PROVIDING ACTIVE SEVERANCE AND ACTIVE POST-RETIREMENT HEALTH,
DENTAL AND LIFE INSURANCE BENEFITS (THE "SPINCO WELFARE PLANS") THAT ARE
IDENTICAL IN ALL MATERIAL RESPECTS TO THE BENEFITS PROVIDED UNDER THE
CORRESPONDING VERIZON WELFARE PLAN IN WHICH SUCH INDIVIDUALS PARTICIPATE
IMMEDIATELY PRIOR TO THE DISTRIBUTION DATE, AND THE TERMS OF WHICH HAVE BEEN
PROVIDED TO FAIRPOINT WITHIN FOUR MONTHSOF THE EXECUTION OF THE MERGER
AGREEMENT.
(B)
TERMS OF PARTICIPATION IN FAIRPOINT WELFARE PLANS.
FAIRPOINT
SHALL CAUSE THE SPINCO WELFARE PLANS TO (I) WAIVE ALL LIMITATIONS AS TO
PREEXISTING CONDITIONS, EXCLUSIONS, SERVICE CONDITIONS AND WAITING PERIOD
LIMITATIONS, AND ANY EVIDENCE OF INSURABILITY REQUIREMENTS APPLICABLE TO ANY
SUCH SPINCO EMPLOYEES AND SPINCO DEPENDENTS OTHER THAN SUCH LIMITATIONS,
EXCLUSIONS, AND CONDITIONS THAT WERE IN EFFECT WITH RESPECT TO SPINCO EMPLOYEES
AND SPINCO DEPENDENTS AS OF THE EFFECTIVE TIME, IN EACH CASE UNDER THE
CORRESPONDING VERIZON WELFARE PLAN AND (II) HONOR ANY DEDUCTIBLES, OUT-OF-POCKET
MAXIMUMS AND CO-PAYMENTS INCURRED BY SPINCO EMPLOYEES AND SPINCO DEPENDENTS
UNDER THE CORRESPONDING VERIZON WELFARE PLAN IN SATISFYING THE APPLICABLE
DEDUCTIBLES, OUT-OF-POCKET EXPENSES OR CO-PAYMENTS UNDER SUCH VERIZON WELFARE
PLAN FOR THE CALENDAR YEAR IN WHICH THE DISTRIBUTION DATE OCCURS.
(C)
TRANSFER OF FRP ASSETS.
VERIZON WILL MAKE AVAILABLE TO FAIRPOINT,
NOT LESS THAN FORTY-FIVE CALENDAR DAYS PRIOR TO THE DISTRIBUTION DATE, A LIST OF
INDIVIDUALS WHO WILL BECOME OR CONTINUE TO BE SPINCO EMPLOYEES AS OF THE
EFFECTIVE TIME AND WHO ARE PARTICIPANTS IN THE FRP (THE "FRP PARTICIPANTS"),
TOGETHER WITH THE ELECTIONS MADE PRIOR TO THE DISTRIBUTION DATE WITH RESPECT TO
SUCH ACCOUNTS THROUGH THE DISTRIBUTION DATE.
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(I)
FAIRPOINT SHALL TAKE ALL ACTIONS NECESSARY AND LEGALLY
PERMISSIBLE TO ENSURE THAT AS OF THE EFFECTIVE TIME, IT INCLUDES THE FRP
PARTICIPANTS IN THE SPINCO PLAN THAT CONSTITUTES A CODE SECTION 125 PLAN AND ANY
FLEXIBLE SPENDING ARRANGEMENTS THEREUNDER ("SPINCO'S FSA").
FAIRPOINT SHALL
FURTHER TAKE ALL ACTIONS NECESSARY AND LEGALLY PERMISSIBLE TO